S-3

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               AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION VIA EDGAR ON
                                                               NOVEMBER 12, 1999
                                                  REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                MUSTANG.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                              
           California                         7371                        77-0204718
 (State or other jurisdiction of  (Primary Standard Industrial         (I.R.S. Employer
 incorporation or organization)    Classification Code Number)      Identification Number)



                               6200 Lake Ming Road
                          Bakersfield, California 93306
                                 (661) 873-2500
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)


                                 JAMES A. HARRER
                      President and Chief Executive Officer
                                Mustang.com, Inc.
                               6200 Lake Ming Road
                          Bakersfield, California 93306
                          (661) 873-2500 Extension 1000
                              (661) 873-2457 (Fax)
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:
                              Mark A. Klein, Esq.
                              Freshman, Marantz,
                              Orlanski,
                              Cooper & Klein
                              9100 Wilshire Boulevard,
                              8-East
                              Beverly Hills, CA
                              90212-3480
                              Telephone: (310) 273-1870
                              Facsimile: (310) 274-8357

        Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.

        If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

        If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]

        If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]

        If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

        If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE



================================================================================================================
                                                                                   Proposed
                                                                    Proposed       Maximum
                                                                    Maximum        Aggregate        Amount of
        Title of Each Class of                     Amount to Be    Price per       Offering       Registration
     Securities to Be Registered                  Registered (1)    Unit (2)       Price (2)          Fee
- ----------------------------------------------------------------------------------------------------------------
                                                                                      
Common stock, no par value per share (3)              765,908      $  6.71875      $5,145,944      $    1,430
- ----------------------------------------------------------------------------------------------------------------
Common stock, no par value per share (4)(5)            57,443      $  7.31250      $  420,052             117
- ----------------------------------------------------------------------------------------------------------------
Common stock, no par value per share (5)(6)           617,513      $  8.77500      $5,418,677           1,505

                                                     Total                                         $    3,052
================================================================================================================


(1)  The shares of common stock being registered hereunder are being registered
     for resale by the selling shareholders named in the prospectus (the
     "selling shareholders") and consist of an aggregate of 765,908 shares of
     outstanding common stock the selling shareholders own outright and an
     aggregate of 674,956 shares issuable to the selling shareholders upon
     exercise of outstanding warrants.

(2)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c) and (g) based on the average
     between the high and low prices on The Nasdaq SmallCap Market on November
     8, 1999.

(3)  Consists of shares owned outright by the selling shareholders.

(4)  Consists of shares issuable upon exercise of outstanding warrants at
     $7.3125 per share.

(5)  Registrant is also registering for resale hereunder an indeterminate number
     of additional shares that may be issued to the selling shareholders
     pursuant to applicable anti-dilution provisions of the corresponding
     warrants.

(6)  Consists of shares of common stock issuable upon exercise of outstanding
     warrants at $8.775 per share.

     The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.



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The information contained in this Prospectus is not yet complete, and we may
supplement or amend it in the final version. We have filed a registration
statement relating to the securities described in this Prospectus with the
Securities and Exchange Commission. The selling shareholders may not sell these
securities, or accept offers to buy them, until the registration statement
becomes effective. This Prospectus is not an offer to sell these securities, and
we are not soliciting offers to buy them. These securities will not be sold in
any state where their offer or sale, or solicitations of offers to buy them,
would be unlawful prior to their registration or qualification under the
securities laws of any such state.

                 SUBJECT TO COMPLETION--DATED NOVEMBER 12, 1999

                             [LOGO FOR MUSTANG.COM]

                                  COMMON STOCK

        The shareholders of Mustang.com, Inc. listed below in the section of
this Prospectus called "Selling Shareholders" are offering and selling up to
1,440,864 shares of Mustang's common stock. Of that common stock, the selling
shareholders are offering up to

        -   765,908 shares that they own outright; and

        -   674,956 shares that they may purchase upon their exercise of
            warrants that they own.

        The selling shareholders acquired Mustang's common stock and warrants in
a private placement completed on October 14, 1999. Mustang will not receive any
proceeds from the sale of shares by the selling shareholders.

        Mustang's common stock is listed on The Nasdaq SmallCap Market under the
symbol "MSTG." On November 11, 1999, the closing price on The Nasdaq SmallCap
Market was $10.8125 per share.

        The selling shareholders may offer their Mustang shares through public
or private transactions, in or off the over-the-counter market in the United
States, at prevailing market prices, or at privately negotiated prices. For
details of how the selling shareholders may offer their Mustang common stock,
please see the section of this Prospectus called "Plan of Distribution."

        Your purchase of the common stock involves a high degree of risk. See
"Risk Factors" beginning at page 4.

                                 ---------------

        Neither the Securities and Exchange Commission nor any state securities
commission has approved the Mustang shares offered or sold under this
Prospectus, nor have these organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

                                 ---------------

            The date of this Prospectus is ____________________, 1999

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                       WHERE YOU CAN FIND MORE INFORMATION

        Mustang files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document it files
at the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.

        The SEC allows Mustang to "incorporate by reference" the information it
files with it, which means that Mustang can disclose important information to
you by referring you to those documents. The information incorporated by
reference is part of this Prospectus, and later information that Mustang files
with the SEC will automatically update and supersede this information. Mustang
incorporates by reference the documents listed below. Mustang also incorporates
by reference any future filings made with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until the selling
shareholders sell all their shares. This Prospectus is part of a registration
statement that Mustang filed with the SEC (Registration No. 333-______).

        -   Mustang's Annual Report on Form 10-KSB for the year ended December
            31, 1998;

        -   Mustang's Current Reports on Form 8-K dated December 31, 1998 filed
            with the SEC on January 15, 1999 and dated October 12, 1999 filed
            with the SEC on October 22, 1999.

        -   The information concerning the Board of Directors of the Company at
            pages 2 to 4, inclusive, of Mustang's Definitive Proxy Statement
            filed pursuant to Section 14(a) of the Securities Exchange Act of
            1934 with the SEC on May 11, 1999.

        -   Mustang's Quarterly Reports on Form 10-QSB for the quarter ended
            March 31, 1999 filed with the SEC on May 17, 1999; for the quarter
            ended June 30, 1999 filed with the SEC on August 16, 1999; and for
            the quarter ended September 30, 1999 filed with the SEC on November
            12, 1999.

        -   The description of the Common Stock contained in the Company's
            Registration Statement on Form 8-A filed with the SEC on March 10,
            1995, including any amendment or report filed for the purpose of
            updating such description.

        You may request a copy of these filings, at no cost, by writing us at
the following address: 6200 Lake Ming Road, Bakersfield, California 93306,
Attention: Chief Financial Officer. You should rely only on the information
incorporated by reference or provided in this Prospectus or any supplement.
Mustang has not authorized anyone else to provide you with different
information. The selling shareholders will not make an offer of these shares in
any state that does not permit the offer. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date of those documents.

                                Table of Contents



                                        Page                                                   Page
                                        ----                                                   ----
                                                                                      
Where You Can Find More Information.......2             Price Range of Common Stock.............13
About Mustang.............................3             Selling Shareholders....................14
Risk Factors..............................4             Plan of Distribution....................17
Use of Proceeds..........................12             Legal Matters...........................18
Dividend Policy..........................12             Experts.................................18




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                                  ABOUT MUSTANG

        We develop, market, service and support Mustang Message Center. Mustang
Message Center is an e-mail management software solution that offers companies
and other enterprises the ability to manage their inbound e-mail and
Internet-based inquiries timely and accurately. Mustang Message Center competes
in the emerging e-mail management market and has received several prestigious
awards as best product in its class from sources devoted to monitoring the
rapidly growing computer telephony, customer management, e-mail management and
call center markets.

        We also develop, market and support other software products that offer
businesses the capability to improve customer service, market products, enhance
sales and increase employee productivity. These products include

        -   ListCaster, a powerful e-mail message server that allows easy mass
            e-mailings from maintained lists and enables e-mail recipients to
            correspond with each other through the originating site on the World
            Wide Web of the Internet called a "Website"; and

        -   FileCenter, a high performance application that permits operators of
            Websites known as "webmasters" to provide their users with an
            organized, searchable library of files.

        Our other product line consists of the QmodemPro line of
telecommunications software, a proven application for connectivity to and from
remote computers and computer systems.

        We began operations in 1986 as a sole proprietorship, became a general
partnership in 1987 and incorporated in California on December 23, 1988. Our
executive offices and sales, marketing and administration facilities are located
at 6200 Lake Ming Road, Bakersfield, California, 93306 and our telephone number
is (661) 873-2500.

        The following are our trademarks: Mustang.com(TM), Mustang Software(TM),
Internet Message Center(TM), Mustang Message Center(TM); FileCenter(TM),
ListCaster(TM) and QmodemPro(TM). This Prospectus contains or incorporates by
reference trademarks of other companies, including the following trademarks of
Microsoft Corporation: "Exchange Server," "Microsoft," "Outlook," "Windows,"
"Windows 95," "Windows 98" and "Windows NT."



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                                  RISK FACTORS

        This prospectus contains or incorporates forward-looking statements. You
can identify these forward-looking statements by our use of the words
"believes," "anticipates," "plans," "expects," "may," "will," "intends,"
"estimates" and similar expressions, whether in the negative or affirmative.
Although we believe that these forward-looking statements reflect our plans,
intentions, and expectations reasonably, we can give no assurance that we
actually will achieve these plans, intentions or expectations. Our actual
results could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. We have put in the
cautionary statements below important factors that we believe could cause our
actual results to differ materially from the forward-looking statements that we
make. We do not intend to update information contained in any forward-looking
statement we make.

OVER MOST OF THE LAST SEVERAL YEARS OUR REVENUES HAVE DECLINED AND WE HAVE
SUFFERED LOSSES. WE MAY NEVER BE PROFITABLE.

        The following table shows the revenues and losses we have reported for
the last several years.



                                       Year ended December 31,
                      ----------------------------------------------------------
                         1995            1996            1997            1998
                      ----------      ----------      ----------      ----------
                                                          
Revenue               $4,820,000      $3,810,000      $1,898,000      $2,011,000
Net loss               1,097,000       3,453,000       1,341,000       1,157,000


        The decline in our revenue directly corresponds to the decline in sales
of our legacy products, QmodemPro and Wildcat! Bulletin Board System software.
These communication products predated the emergence of the Internet and the Web
as a widely accepted and used communication medium. Our old products became
antiquated for several reasons:

        -   the built-in communication functions of Windows 95, Windows 98 and
            Windows NT operating systems;

        -   the emergence of internet service providers, which provided their
            own communications software, and Web browsers; and

        -   the use of commercial web sites instead of bulletin boards.

        While we were early to release our QmodemPro telecommunications software
and our Wildcat!5 Net Server (called the "WinServer") products for Windows 95,
the products did not achieve the market acceptance that we had expected and did
not stem the decline in our revenues. Because of this and our decision to focus
on products that are designed to facilitate interaction on the Internet, we sold
our Wildcat! WinServer, Wildcat! BBS and Off-Line Xpress BBS mail reader product
lines to Santronics Software, Inc. of Homestead, Florida in November 1998. We
publicly announced our new product strategy in April 1997 and released the
initial versions of ListCaster, Mustang Message Center and FileCenter from May
1997 through October 1997. While sales of these products have increased since
their introduction we have not derived sufficient revenues from these products
to become profitable and continued to incur losses through December 31, 1998
and have continued to incur losses since then.



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        We can be give no assurance that we will be able to market profitably
Mustang Message Center or any of our other products or any products we may
develop in the future. Until we are able to generate sufficient revenues to
offset costs and expenses, of which we can give no assurance, we will continue
to sustain losses. Moreover, our losses may increase in the future as we try to
implement announced plans to grow revenues.

OUR OPERATING RESULTS MAY VARY FROM QUARTER TO QUARTER AS A RESULT OF REVENUE
SHORTFALLS, INCREASED OPERATING EXPENSES OR OUR LENGTHY SALES CYCLE.

        Our expense levels are based, in part, on our expectations of future
revenues and are not expected to decrease, at least in the short term. We also
expect to continue to spend substantial financial and other resources on
developing and introducing product and service offerings, and expanding our
sales, marketing and customer support organizations and operating
infrastructure. We expect that our operating expenses will continue to increase
in absolute dollars and may increase as a percentage of revenue. If our revenue
does not correspondingly increase, our business and operating results could
suffer. Further, the competitive environment in which we compete may from time
to time force us to make tactical or strategic decisions that disrupt or reduce
anticipated revenues. Moreover, during 1998, which was the first year that we
achieved material revenues from Mustang Message Center and our other
Internet-directed products that we introduced during 1997, we observed a trend
that a disproportionate percentage of our net sales were generated during the
last month of a quarter. As a result, a shortfall in sales in any quarter as
compared to expectations may not be identifiable until the end of a quarter. We
may not be able to adjust our spending plan timely enough to compensate for any
future revenue shortfall. Any significant shortfall in sales in relation to our
revenue expectations would have a material adverse impact on our business,
results of operations, financial condition and prospects.

        The purchase of the Enterprise Edition of Mustang Message Center, our
core product, involves a significant commitment of customers' personnel and
other resources. Furthermore, the cost of the software is typically only a small
portion of the related hardware, development, training and integration costs
associated with implementing a complete e-mail management solution. For these
and other reasons, the sales cycle associated with the purchase of Mustang
Message Center is typically complex, lengthy and subject to a number of
significant risks. Such risks include changes in customers' budgetary
constraints and approval at senior levels of customers' organizations, over
which we have no control. Such risks also include scheduling delays by customers
that prevent our personnel from going on site to make or complete
customer-ordered installations of Mustang Message Center. Our sales cycle can
range from four to six months or more and varies substantially from customer to
customer. Because of the lengthy sales cycle and the dependence of our quarterly
revenues upon a relatively small number of orders that represent large dollar
amounts, the loss or delay of a single order could have a material adverse
effect on our business, financial condition and results of operations.

WE ARE DEPENDENT ON MUSTANG MESSAGE CENTER AND THERE IS AN UNCERTAIN MARKET FOR
E-MAIL MANAGEMENT SOFTWARE.

        Prior to 1998, most of our revenues were derived from our Wildcat!
WinServer and BBS software. Beginning in the second quarter of 1997 and
continuing throughout that year, we changed our focus and launched new products
designed to facilitate interaction on the Internet's World Wide Web. We released
the Business Edition of Mustang Message Center in September 1997, our core
product, the



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Enterprise Edition, in February 1998 and recently introduced Version 3.0 of the
Enterprise Edition in October 1999. Our future is dependent upon the acceptance
by the market of Mustang Message Center and our ability to market this e-mail
management solution and related services successfully. Mustang Message Center
accounted for over 50 percent of our net sales during 1998, but we have only a
limited operating history with respect to this product. As a result, and because
of the recent emergence of the commercial e-mail management market, we have
neither internal nor industry-based historical financial data for a significant
period upon which to project revenues or base planned operating expenses. Our
future operating results will depend on a variety of factors, including

        -   our ability to maintain or increase market demand for Mustang
            Message Center and our other products and services;

        -   the usage and acceptance of the Internet;

        -   the introduction and acceptance of new, enhanced or alternative
            products or services by our competitors or us;

        -   our ability to anticipate and effectively adapt to a developing
            market and to rapidly changing technologies,

        -   general economic conditions,

        -   competition by existing and emerging competitors,

        -   software defects and other quality control problems; and

        -   the mix of products and services that we sell.

OUR MARKET IS UNDEVELOPED AND RAPIDLY CHANGING.

        The markets for our products and services are at a very early stage of
development, are rapidly changing and are characterized by an increasing number
of market entrants that have introduced or are developing competing products and
services for use on the Internet and the World Wide Web. As is typical for a new
and rapidly evolving industry, demand for and market acceptance of recently
introduced products and services are subject to a high level of uncertainty and
risk. Acceptance and usage of the Mustang Message Center is dependent on
continued growth in use of e-mail as a primary means of communications by
businesses and consumers. Businesses that already have invested substantial
resources in traditional or other methods of conducting business may be
reluctant to adopt new commercial methodologies or strategies that may limit or
compete with their existing businesses. Individuals with established patterns of
purchasing goods and services may be reluctant to alter those patterns.
Accordingly, we can give no assurance that sufficient demand our products and
services will develop to sustain our business.

        Further, we can give no assurance that use of e-mail as a primary method
of communication or commerce over the Internet will become widespread or be
sustained, that a substantial market for Mustang's products and services will
emerge or that the Mustang Message Center will be generally adopted. Our
business, financial condition and results of operations will be materially and
adversely affected if the market fails to develop as expected or develops more
slowly than expected. Similarly, our business, financial condition and results
of operations will be materially and adversely affected if the Internet
infrastructure is not adequately expanded or managed, or if our products and
services do not achieve market acceptance by a significant number of businesses.



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OUR BUSINESS IS INTENSELY COMPETITIVE.

        The market for e-mail message management products and services is
intensely competitive, and we expect competition to increase significantly.
There are no substantial barriers to entry into our business, and we expect
established and new entities to enter the market for e-mail message management
products and services in the near future. It is possible that a single supplier
will dominate one or more market segments including e-mail management, customer
service and call center automation. Furthermore, since there are many potential
entrants to the field, it is extremely difficult to assess which companies are
likely to offer competitive products and services in the future, and in some
cases it is difficult to discern whether an existing product or service is
competitive with the Mustang Message Center.

        Our principal competitors in the e-mail message management market
include Adante, Aptex Software, Brightware, eGain, General Interactive, Kana
Communications, MessageMedia and Micro Computer Systems, each of which provides
software solutions for e-mail management. We also compete with other firms that
provide e-mail message management services on an outsourcing basis. We compete
with a number of independent software suppliers who offer Web Server or
telecommunications software as or among their product line(s). Several of our
current and potential competitors have greater name recognition, more
diversified lines of products and services and significantly greater financial,
technical, marketing and other resources than we do. Such competitors may be
able to undertake more extensive marketing campaigns, adopt more aggressive
pricing policies and make more attractive offers to businesses to induce them to
use their products or services. In addition, many of our competitors have
well-established relationships with our current and potential customers and have
extensive knowledge of our industry. In the past, we have lost potential
customers to competitors for various reasons, including the ability or
willingness of our competitors to offer lower prices and other incentives that
we did not match. In addition, current and potential competitors, particularly
enterprise or call center software providers that market integrated suites of
products, have established or may establish co-operative relationships among
themselves or with third parties to increase the ability of their products to
address customer needs. Accordingly, it is possible that new competitors or
alliances among competitors may emerge and rapidly acquire significant market
share. We also expect that competition will increase as a result of industry
consolidations. We may not be able to compete successfully against current and
future competitors, and competitive pressures may seriously harm our business.

UNKNOWN SOFTWARE DEFECTS COULD DISRUPT OUR PRODUCTS AND SERVICES, WHICH COULD
HARM OUR BUSINESS AND REPUTATION.

        Our product and service offerings depend on complex software, both
internally developed and licensed from third parties. Complex software often
contains defects, particularly when first introduced or when new versions are
released. We may not discover software defects that affect our new or current
services or enhancements until after they are deployed. It is possible that,
despite testing by us, defects may occur in the software. These defects could
result in:

        -   damage to our reputation;

        -   lost sales;

        -   product liability claims;

        -   delays in or loss of market acceptance of our products;



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        -   product returns; and

        -   unexpected expenses and diversion of resources to remedy errors.

WE HAVE ONLY LIMITED INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

        We rely on a combination of trade secret, copyright and trademark laws,
nondisclosure agreements and other contractual provisions and technical measures
to protect our proprietary rights. We believe that, due to the rapid pace of
technological innovation for Internet products, our ability to establish and
maintain a position of technology leadership in the industry depends more on the
skills of our development personnel than upon the legal protections afforded our
existing technology. We can give no assurance that trade secret, copyright and
trademark protections will be adequate to safeguard the proprietary software
underlying our products and services. Similarly, we can give no assurance that
agreements with employees, consultants and others who participate in the
development of our software will not be breached, that we will have adequate
remedies for any breach or that our trade secrets will not otherwise become
known. We also face the risk that notwithstanding our efforts to protect our
intellectual property, competitors will be able to develop functionally
equivalent e-mail message management technologies without infringing any of our
intellectual property rights. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy or otherwise obtain and use
products or technology that we consider proprietary and third parties may
attempt to develop similar technology independently. In addition, effective
protection of intellectual property rights may be unavailable or limited in
certain countries. Accordingly, we can give no assurance that our means of
protecting our proprietary rights will be adequate or that our competitors will
not independently develop similar technology.

        As the use of the Internet for commercial activity increases, and the
number of products and service providers that support Internet commerce
increases, we believe that Internet commerce technology providers may become
increasingly subject to infringement claims. We can give no assurance that
plaintiffs will not file infringement claims in the future. Any such claims,
with or without merit, could be time consuming, result in costly litigation,
disrupt or delay the enhancement or shipment of our products and services or
require us to enter into royalty or licensing agreements. Such royalty or
licensing agreements, if required, may not be available on terms acceptable or
favorable to us, which could have a material adverse effect on our business,
financial condition and results of operations. In addition, we may initiate
claims or litigation against third parties for infringement of our proprietary
rights or to establish the validity of our proprietary rights.

IF WE FAIL TO EXPAND OUR SALES, MARKETING AND CUSTOMER SUPPORT ACTIVITIES, WE
MAY BE UNABLE TO EXPAND OUR BUSINESS.

        The complexity of the Mustang Message Center and related products and
services requires us to have highly trained sales, marketing and customer
support personnel to educate prospective customers regarding the use and
benefits of our products and services, and provide effective customer support.
With our relatively brief operating history in the area of e-mail management and
our plans for expansion, we have considerable need to recruit, train, and retain
qualified staff. Any delays or difficulties we encounter in these staffing
efforts could impair our ability to attract new customers and enhance our
relationships with existing customers. This in turn would adversely impact the
timing and extent of our



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revenue. Because many of our sales, marketing and customer support personnel
have recently joined us and have limited experience working together, our sales,
marketing and customer support organizations may not be able to compete
successfully against bigger and more experienced organizations of our
competitors. If we do not successfully expand our sales, marketing and customer
support activities, our business will suffer and our stock price could decline.

USE OF OUR NET OPERATING LOSS CARRYFORWARDS MAY BE LIMITED IN THE FUTURE.

        At December 31, 1998, we had federal and state net operating loss
carryforwards available of approximately $5,000,000 and $3,000,000,
respectively. These net operating loss carryforwards expire at the end of 2013.
A federal net operating loss can generally be carried back two or three years
and then forward fifteen or twenty years (depending on the year in which the
loss was incurred), and used to offset taxable income earned by a company (and
thus reduce its income tax liability).

        Section 382 of the Internal Revenue Code provides that when a company
undergoes an "ownership change," the corporation's use of its net operating
losses is limited in each subsequent year. An "ownership change" occurs when, as
of any testing date, the sum of the increases in ownership of each shareholder
that owns five percent or more of the value of a company's stock as compared to
that shareholder's lowest percentage ownership during the preceding three-year
period exceeds fifty percentage points. For purposes of this rule, certain
shareholders that own less than five percent of a company's stock are aggregated
and treated as a single five-percent shareholder. We have issued a substantial
number of shares of our common stock since January 1, 1998. Additionally, we may
issue a substantial number of shares of our common stock in connection with
future financings or acquisitions. The issuance of a significant number of
shares of common stock could result in an "ownership changes" for tax purposes.

        The extent of the actual future use of our net operating loss
carryforwards is subject to inherent uncertainty because it depends on the
amount of otherwise taxable income we may earn. We cannot give any assurance
that we will have sufficient taxable income in future years to use any of our
federal net operating loss carryforwards before they would otherwise expire.

WE ARE DEPENDENT ON OUR PRESIDENT AND CHIEF TECHNICAL OFFICER AND OTHER
QUALIFIED PERSONNEL.

        We are dependent upon James A. Harrer, our President and Chief Executive
Officer, and C. Scott Hunter, our Chief Technical Officer. The loss of either of
these executives could have a material adverse effect on us. While we have
employment agreements with these executives, they may terminate them without any
reason upon thirty-days' notice. Moreover, unforeseen circumstances could cause
either of them to no longer render services to us. We have key-man life
insurance on the life of Mr. Harrer for $1,000,000. However, the proceeds from
this policy may be insufficient to compensate us in case of Mr. Harrer's death.
Further, this policy does not cover us in the event that he becomes disabled or
is otherwise unable to render services. Our success is also dependent upon our
ability to attract and retain highly qualified personnel. We can give no
assurance that we will be able to recruit and retain such personnel.



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WE ARE DEPENDENT ON THE INCREASED USAGE AND STABILITY OF THE INTERNET.

        The demand for products used on the Internet such as those offered by us
will depend in significant part on continued rapid growth in the number of
households and commercial, educational and government institutions with access
to the Internet, in the level of usage by such entities. Usage of the Internet
as a source for information, products and services is a relatively recent
phenomenon. Accordingly, it is difficult to predict whether the number of users
drawn to the Internet will continue to increase and whether any significant
market for usage of the Internet for such purposes will continue to develop and
expand. We can give no assurance that Internet usage patterns will not decline
as the novelty of the medium recedes or that the quality of products and
services offered online will improve significantly to continue to support user
interest. In addition, it is uncertain whether the cost of Internet access will
decline. Failure of the Internet to stimulate user interest and be accessible to
a broad audience at moderate costs would jeopardize the markets for our products
and services.

        Issues regarding the stability of the Internet's infrastructure remain
unresolved. The rapid rise in the number of Internet users and increased
transmission of audio, video, graphical and other multimedia content over the
Internet has placed increasing strains on the Internet's communications and
transmission infrastructures. Continuation of such trends could lead to
significant deterioration in transmission speeds and reliability of the Internet
and could reduce the usage of the Internet by businesses and individuals. The
Internet continues to experience significant growth in the number of users and
level of use. Without corresponding increases and improvements in the Internet
infrastructure, there can be no assurance that the Internet will be able to
support the demands placed upon it by such continued growth. Any failure of the
Internet to support such increasing number of users due to inadequate
infrastructure, or otherwise, would seriously limit the development of the
Internet as a viable source of communication or commerce. This could materially
and adversely affect the acceptance of our products and services which would, in
turn, materially and adversely affect our business, results of operations,
financial condition and prospects.

WE FACE RISKS FROM REGULATORY AND LEGAL UNCERTAINTIES INVOLVING THE INTERNET.

        We believe we are not currently subject to direct regulation by any
government agency in the U.S., other than regulations generally applicable to
businesses, and there are currently few laws or regulations directly applicable
to access to, or commerce on, the Internet. However, there can be no assurance
that federal, state or foreign agencies will not attempt in the near future to
begin to regulate the market for Internet commerce. More generally, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations will be adopted with respect to the Internet, covering
issues such as user privacy, pricing, taxation and characteristics and quality
of products and services. For example, the Telecommunications Reform Act of 1996
may subject certain Internet content providers to criminal penalties for the
transmission of certain information and could also result in liability to
Internet service providers, Websites and transaction facilitators such as us.
Various foreign jurisdictions have also moved to regulate access to the Internet
and to strictly control World Wide Web content. Even if our business is not
directly subject to regulation, the adoption of any such laws or regulations may
inhibit the growth of the Internet, or the businesses of the users of our
products and services, which could in turn adversely affect our business,
financial condition and results of operations. Moreover, the applicability to
the Internet of existing laws governing issues such as property ownership,
libel, taxation and personal privacy is uncertain. Such uncertainty creates the
risk that such laws could



                                       10
   12

be interpreted in a manner that could generally inhibit commerce on the Internet
and adversely impact our business.

        Due to the growth of Internet commerce, Congress has considered
regulating providers of services and transactions in this market, and federal or
state authorities could enact laws, rules or regulations affecting our business
or operations. Government agencies may promulgate rules and regulations
affecting our activities or those of the users of our products and services. Any
or all of these potential actions could result in increased operating costs for
us or for the principal users of our products or services and could also reduce
the convenience and functionality of our products or services. This could result
in reduced market acceptance, which would have a material adverse effect on our
business, financial condition and results of operations.

OUR BUSINESS FACES RISKS FROM YEAR 2000 COMPLIANCE ISSUES.

        Many currently installed computer systems and software products are
coded to accept only two-digit entries in date code fields. Beginning in the
year 2000, these date code fields will need to accept four-digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than a year, computer systems and/or software used by many companies may need to
be upgraded to comply with such "Year 2000" requirements. We designed Mustang
Message Center and our other products to be Year 2000 compliant and have
completed a systematic effort to identify any Year 2000 compliance problems in
the various components of its products. However, significant uncertainty exists
concerning the potential effects associated with compliance. Although we believe
that our Mustang Message Center and other products are Year 2000 compliant, we
can give no assurance that coding errors or other defects will not be discovered
in the future. Moreover, Year 2000 problems affecting other hardware or software
products, which our customers rely on or intend to use beyond the end of 1999,
could adversely affect the use or functionality of our products. Any Year 2000
compliance problem affecting us, our service providers, customers or the
Internet infrastructure could result in a material adverse effect on our
business, operating results and financial conditions.

MARKET PRICES FOR OUR SHARES HAVE BEEN AND MAY CONTINUE TO BE VOLATILE.

        The market for our common stock is highly volatile. The trading price of
our common stock could be subject to wide fluctuations in response to, among
other things:

        -   quarterly variations in operating and financial results,

        -   announcements of technological innovations or new products by us or
            our competitors,

        -   changes in prices of our products or our competitors' products and
            services, and

        -   responses to our strategies and those of our competitors concerning
            e-mail management products and services.

        Statements or changes in opinions, ratings, or earnings estimates made
by brokerage firms or industry analysts relating to the market in which we do
business or relating to us or our competitors could result in an immediate and
adverse effect on the market price of our common stock. In addition, the stock
market has from time to time experienced extreme price and volume fluctuations
which have particularly affected the market price for the securities of many
software and Internet companies and



                                       11
   13

which often have been unrelated to the operating performance of these companies.
These broad market fluctuations may adversely affect the market price of our
common stock.

                                 USE OF PROCEEDS

        Mustang.com, Inc. will not receive any proceeds from the sales of shares
of common stock by the selling shareholders. Mustang will add the net proceeds,
if any, received from the exercise of the warrants to working capital and use it
for general corporate purposes. There can be no assurance as to whether any, or
the number of, warrants that may be exercised.

                                 DIVIDEND POLICY

        Mustang has never declared or paid cash dividends on the common stock
since its inception. Mustang currently intends to retain all of its earnings, if
any, for use in the operation and expansion of its business and does not intend
to pay any cash dividends to its stockholders in the foreseeable future.



                                       12
   14

PRICE RANGE OF COMMON STOCK

        Shares of Mustang's common stock have traded on the over-the-counter
market since its initial public offering on April 5, 1995 and are included in
The Nasdaq Stock Market under the symbol "MSTG." The following table sets forth
for the quarters indicated the high and low last reported sale prices as
reported on the Nasdaq National Market through October 14, 1998 and the high and
low bid prices as reported on The Nasdaq SmallCap market from October 15, 1998.
Quotations since October 15, 1998 reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.



                                                          HIGH             LOW
                                                         ------           -----
                                                                    
1997
First Quarter                                            $ 2.50           $ .63
Second Quarter                                             1.63             .63
Third Quarter                                              2.13             .56
Fourth Quarter                                             1.88             .50
1998
First Quarter                                            $ 4.06          $ 1.25
Second Quarter                                             3.25            1.25
Third Quarter                                              2.28            1.50
Fourth Quarter                                             3.00            1.00
1999
First Quarter                                            $ 5.94          $ 2.28
Second Quarter                                            13.88            3.56
Third Quarter                                             10.00            4.25
Fourth Quarter (through November 11, 1999)                15.00            4.63


        The 5,607,568 shares of common stock of Mustang outstanding as of
November 8, 1999 were held of by 105 shareholders of record, who, Mustang
believes, held for approximately of 2,700 beneficial holders. On November 11,
1999, the last sale price of the common stock as reported on The Nasdaq SmallCap
Market was $10.8125 per share.



                                       13
   15

                              SELLING SHAREHOLDERS

        The 1,440,864 shares offered by this prospectus consist of shares issued
or issuable to accredited investors and the placement agent in connection with a
privately placed equity financing completed on October 14, 1999, as follows:

            -   765,908 shares of common stock issued to the investors;

            -   up to 574,431 shares of commons stock issuable upon exercise of
                warrants, with an exercise price of $8.775 per share, issued to
                the investors;

            -   up to 57,443 shares of commons stock issuable upon exercise of
                warrants, with an exercise price of $7.3125 per share, issued to
                the placement agent; and

            -   up to 43,082 shares of commons stock issuable upon exercise of
                warrants, with an exercise price of $8.775 per share, issued to
                the placement agent.

        The following table sets forth certain information regarding the
beneficial ownership of shares of common stock by the selling shareholders as of
November 8, 1999. The term "selling shareholders" includes the holders listed
below and their transferees, pledgees, donees or other successors. Information
in the table concerning the selling shareholders and the shares they may offer
from time to time hereunder is based on information provided to Mustang by such
shareholders. Because the selling shareholders may offer all or some of the
shares pursuant to this Prospectus, and to Mustang's knowledge there are
currently no agreements, arrangements or understandings with respect to the sale
of any of the shares that may be held by the selling shareholders after
completion of this offering, no estimate can be given as to the amount of shares
that will be held by the selling shareholders after completion of this offering.
Information concerning the selling shareholders may change from time to time and
any changes of which Mustang is advised will be set forth in a Prospectus
Supplement to the extent required. See "Plan of Distribution." Beneficial
ownership is determined in accordance with rules promulgated by the SEC, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Except as otherwise noted, as of November 8, 1999, Mustang believes
that each person named in the table has sole voting and investment power with
respect to all of the shares of our common stock listed as beneficially owned by
it.



                                       14
   16



                                                              Number of shares of common stock
                                                         -------------------------------------------
                                                            Owned        Issuable     Beneficially      Percent
                                                            before         upon        owned and        of out-
                                                             this        exercise      offered by       standing
Name of selling shareholder                                offering     of warrants  this prospectus     shares
- ---------------------------------------------------      ------------  ------------- ---------------    --------
                                                                                            
Special Situations Fund III, L.P.(1)                       136,752        102,564        239,316            4.2%
Special Situations Private Equity Fund, L.P.(2)            109,402         82,051        191,453              *
Special Situations Cayman Fund, L.P.(3)                     27,350         20,513         47,863            3.4%
Special Situations Technology Fund, L.P.(4)                 41,026         30,769         71,795            1.3%
Austin W. Marxe(1)(2)(3)(4)(5)                             314,530        235,897        550,427            9.4%
David M. Greenhouse(1)(2)(3)(4)(5)                         314,530        235,897        550,427            9.4%
Core Technology Fund Inc.                                   44,100         33,075         77,175            1.4%
Executive Technology L.P.                                   15,700         11,775         27,475              *
Matrix Technology Group N.V                                  8,400          6,300         14,700              *
Sci-Tech Investment Partners, L.P.                          27,300         20,475         47,775              *
SG Partners LP                                              59,700         44,775        104,475            1.8%
Yale University                                            106,500         79,875        186,375            3.3%
Yale University Retirement Plan for Staff Employees         11,900          8,925         20,825              *
C. S. L. Associates, L.P.                                   41,026         30,769         71,795            1.3%
Edward O. Thorp                                             68,376         51,282        119,658            2.1%
Schoffenfeld Associates LP                                  68,376         51,282        119,658            2.1%
First Security Van Kasper(6)                                              100,525        100,525            1.8%


- -----------

*   Less than 1%.

(1) Consists of shares and warrants registered to Special Situations Fund III,
    L.P., a Delaware limited partnership ("SSF III), of which MGP Advisers
    Limited Partnership ("MGP"), a Delaware limited partnership, is the general
    partner. AWM Investment Company, Inc., a Delaware corporation ("AWM"), is
    the general partner of MGP. SSF III, MGP and AWM are beneficial owners of
    these securities.

(2) Consists of shares and warrants registered to Special Situations Private
    Equity Fund, L.P., Delaware limited partnership "(SSPE"), of which MG
    Advisers, L.L.C., a New York limited liability company ("MG") is the general
    partner and investment adviser. SSPE and MG are beneficial owners of these
    securities.

(3) Consists of shares and warrants registered to Special Situations Cayman
    Fund, L.P., a Cayman Islands limited partnership (the Cayman Fund"), of
    which AWM is the general partner and investment adviser. The Cayman Fund and
    AWM are beneficial owners of these securities.

(4) Consists of shares and warrants registered to Special Situations Technology
    Fund, L.P., a Delaware limited partnership ("SST"), of which SST Adviser,
    L.L.C., a Delaware limited liability company ("SSTA") is the general partner
    and investment adviser. SST and SSTA are beneficial owners of these
    securities.



                                       15
   17

(5) Consists of the same securities included in the table as registered to SSF
    III, SSPE, the Cayman Fund and SST. Austin W. Marxe and David M. Greenhouse
    are the principal owners of MGP, MG, AWM and SSTA and are principally
    responsible for the selection, acquisition and disposition of the portfolios
    securities by the investment advisers on behalf of their respective funds.

(6) First Security Van Kasper served as placement agent in connection with the
    private placed equity financing completed on October 14, 1999 and received
    five-year warrants to purchase up to 57,443 shares of commons stock at an
    exercise price of $7.3125 per share and up to 43,082 shares of commons stock
    at an exercise price of $8.775 per share.

        To Mustang's knowledge, none of the selling shareholders has any
material relationship with Mustang or engaged in any transaction with it except
for the transaction in which they acquired their securities.



                                       16
   18

                              PLAN OF DISTRIBUTION

        The distribution of the shares by the selling shareholders may be
effected from time to time in one or more transactions (which may involve block
transactions), in special offerings, exchange distributions and/or secondary
distributions, in negotiated transactions, in settlement of short sales of
common stock or a combination or such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Such transactions may be effected on the
over-the-counter market or privately. The selling shareholders may effect such
transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling shareholders for whom they may act
as agent (which compensation may be in excess of customary commissions). Without
limiting the foregoing, such brokers may act as dealers by purchasing any and
all of the shares covered by this Prospectus either as agents for others or as
principals for their own accounts and reselling such securities pursuant to this
Prospectus. The selling shareholders and any broker-dealers or other persons
acting on the behalf of parties that participate with such selling shareholders
in the distribution of the shares may be deemed to be underwriters and any
commissions received or profit realized by them on the resale of the shares may
be deemed to be underwriting discounts and commissions under the Securities Act
of 1933 (the "Securities Act"). As of the date of this Prospectus, Mustang is
not aware of any agreement, arrangement or understanding between any broker or
dealer and the selling shareholders with respect to the offer or sale of the
shares pursuant to this Prospectus.

        At the time that any particular offering of shares is made, to the
extent required by the Securities Act, a prospectus supplement will be
distributed, setting forth the terms of the offering, including the aggregate
number of shares being offered, the names of any underwriters, dealers or
agents, any discounts, commissions and other items constituting compensation
from the selling shareholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.

        Selling shareholders may also sell their shares pursuant to Rule 144
promulgated under the Securities Act. Each of the selling shareholders may from
time to time pledge the shares owned by it to secure margin or other loans made
to such selling shareholder. Thus, the person or entity receiving the pledge of
any of the shares may sell them, in a foreclosure sale or otherwise, in the same
manner as described above for such selling shareholder.

        Mustang will not receive any of the proceeds from any sale of the shares
by the selling shareholders offered by this prospectus.

        Under its agreement with the selling shareholders, Mustang agreed to
file a registration statement covering the 765,908 shares issued in its October
14, 1999 financing and the 674,956 shares issuable upon exercise of warrants
issued in connection with the financing within 30 days following the closing of
the financing and to keep a registration statement covering these shares
effective until all such shares have been disposed of.

        Mustang will pay all expenses related to the registration of the shares
covered by this prospectus, including:



                                       17
   19

        -   filing, registration and qualification fees;

        -   printers' fees;

        -   accounting fees; and

        -   the fees and disbursements of its outside counsel.

        Mustang will not pay underwriters' or brokers' discounts and commissions
or the fees or disbursements of counsel for any selling shareholder.

        The selling shareholders are not restricted as to the price or prices at
which they may resell the shares. Any resales may have an adverse effect on the
market price of the common stock. In addition, it is possible that a significant
number of shares could be sold at the same time, which also may have an adverse
effect on the market price of the common stock.

        Mustang has agreed to indemnify the selling shareholders against certain
civil liabilities, including liabilities under the Securities Act.

                                  LEGAL MATTERS

        The validity of the common stock offered hereby has been passed upon for
the Company by Freshman, Marantz, Orlanski, Cooper & Klein, a law corporation,
Beverly Hills, California.

                                     EXPERTS

        The financial statements of the Company incorporated into this
Prospectus by reference to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1998 have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated herein and in the
Registration Statement of which this Prospectus is a part in reliance upon the
report of Arthur Andersen LLC and upon the authority of said firm as experts in
accounting and auditing.



                                       18
   20

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the Common Stock being registered
hereby, other than underwriting commissions and discounts, all of which are
estimated except for the SEC filing fee and Nasdaq additional listing fee.



                                    Item                           Amount
                                    ----                           ------
                                                                
                SEC registration fee                               $3,052
                Nasdaq Additional Listing Fee                       7,500
                Blue Sky fees and expenses                              *
                Printing and engraving expenses                         *
                Legal fees and expenses                                 *
                Accounting fees and expenses                            *
                Transfer Agent and registrar fees                   2,500
                Miscellaneous expenses                                  *
                                                                   ------
                        Total                                           *
                                                                   ======


* To be filed by amendment.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws of Mustang.com, Inc., (the "Company") require the Company to
indemnify officers and directors of the Company to the fullest extent
permissible under California law. Section 317 of the California General
Corporation Law makes provision for the indemnification of officers, directors
and other corporate agents in terms sufficiently broad to indemnify such
persons, under certain circumstances, for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933, as amended (the
"Act").

        The Company has enter into an agreement with the selling shareholders
(specifically the agreement included as Exhibits 4.3 to this Registration
Statement) under which such selling shareholders agree to indemnify and hold
harmless each officer of Mustang who signed this Registration Statement, each
director of Mustang and each person, if any, who controls Mustang within the
meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934 for
any losses, claims, damages or liabilities to which any of them may become
subject, to the extent that any such loss, claim, damage or liability arises out
of or is based upon any statement or omission in the Registration Statement or
any prospectus forming a part thereof made in reliance upon and in conformity
with written information furnished to Mustang by such selling shareholder
specifically for use in the Registration Statement or prospectus



                                        1
   21

ITEM 16.  EXHIBITS

     
4.1     Form of Common Stock certificate (incorporated by reference to Exhibit
        4.1 of the Company's Registration Statement of Form SB-2 (file no.
        33-89900-LA)).

4.2     Securities Purchase Agreement dated as of October 11, 1999 between the
        Company and the purchasers set forth on the execution pages thereof

4.3     Registration Rights Agreement dated as of October 14, 1999 between the
        Company and the investors named therein.

4.4     Form of Common Stock Purchase Warrant issued to the investors named in
        Exhibit 4.2.

4.5     Form of Warrant #1 issued to the placement agent.

4.6     Form of Warrant #2 issued to the placement agent.

5       Opinion of Freshman, Marantz, Orlanski, Cooper & Klein, a law
        corporation (to be filed by amendment)

23.1    Consent of Arthur Andersen LLP.

23.2    Consent of Freshman, Marantz, Orlanski, Cooper & Klein, a law
        corporation (contained in Exhibit 5)

24.1    Power of Attorney (contained on Signature page)





                                       2
   22

ITEM 17.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (b) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

               (c) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

provided, however, that the undertakings set forth in paragraph (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.


                                       3
   23

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bakersfield, State of California, on the 12th of
November, 1999.

                                       MUSTANG.COM, INC.


                                       By: /s/ James A. Harrer
                                           -------------------------------------
                                           James A. Harrer, President and
                                           Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. Harrer and Donald M. Leonard,
and each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution for him in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             SIGNATURE                                 TITLE                          DATE
             ---------                                 -----                          ----
                                                                           
       /s/ James A. Harrer           President and Chief Executive Officer
- --------------------------------     and a Director                              November 12, 1999
           James A. Harrer           (Principal Executive Officer)


       /s/ Donald M. Leonard         Vice President Finance and Chief
- --------------------------------     Financial Officer (Principal Financial      November 12, 1999
           Donald M. Leonard         and Accounting Officer)

       /s/ Stanley A. Hirschman
- --------------------------------     Chairman of the Board of Directors          November 12, 1999
           Stanley A. Hirschman

       /s/ Michael Noling
- --------------------------------     Director                                    November 12, 1999
           Michael Noling

       /s/ Phillip E. Pearce
- --------------------------------     Director                                    November 12, 1999
           Phillip E. Pearce

       /s/ Anthony Mazzarella
- --------------------------------     Director                                    November 12, 1999
           Anthony Mazzarella

EX-4.2

   1
                                                                    EXHIBIT 4.2


                          SECURITIES PURCHASE AGREEMENT

         SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October
11, 1999, by and among MUSTANG SOFTWARE, INC., a corporation organized under the
laws of the State of California (the "COMPANY"), and the purchasers (the
"PURCHASERS") set forth on the execution pages hereof (the "EXECUTION PAGES").

         WHEREAS:

         A. The Company and each Purchaser are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by the provisions of Regulation D ("REGULATION D"), as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "SECURITIES ACT").

         B. Each Purchaser desires to purchase, severally and not jointly,
subject to the terms and conditions stated in this Agreement, (i) shares of the
Company's common stock, no par value (the "COMMON STOCK"), and (ii) warrants in
the form attached hereto as Exhibit A (including any warrants issued in
replacement thereof, the "WARRANTS"), to acquire shares of Common Stock. The
shares of Common Stock issuable upon exercise of or otherwise pursuant to the
Warrants are referred to herein as the "WARRANT SHARES."

         C. Contemporaneous with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement
in the form attached hereto as Exhibit B (the "REGISTRATION RIGHTS AGREEMENT"),
pursuant to which the Company has agreed to provide certain registration rights
under the Securities Act and the rules and regulations promulgated thereunder,
and applicable state securities laws.

         NOW, THEREFORE, the Company and the Purchasers hereby agree as follows:

1.       CERTAIN DEFINITIONS.

         For purposes of this Agreement, the following terms shall have the
meanings ascribed to them as provided below:

         "BUSINESS DAY" shall mean any day on which the principal United States
securities exchange or trading market on which the Common Stock is listed or
traded as reported by NTMS (as defined below) is open for trading.

         "CLOSING PRICE" shall mean for the Common Stock as of any date, the
closing bid price of such security on the principal United States securities
exchange or trading market on which such security is listed or traded as
reported by the Research Service of NASDAQ Trading and Market Services (or a
comparable reporting service of national reputation selected by the Purchasers
as provided in Section 8(o)



                                       1
   2

hereof, and reasonably acceptable to the Company if the Research Service of
NASDAQ Trading and Market Services is not then reporting closing bid prices of
such security) (collectively, "NTMS"), or if the foregoing does not apply, the
last reported sale price of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by NTMS, or, if no sale
price is reported for such security by NTMS, the average of the bid prices of
any market makers for such security as reported in the "pink sheets" by the
National Quotation Bureau, Inc., in each case for such date or, if such date was
not a Trading Day (as defined below) for such security, on the next preceding
day which was a Trading Day. If the Closing Price cannot be calculated for a
share of Common Stock as of either of such dates on any of the foregoing bases,
the Closing Price of such security on such date shall be the fair market value
as determined by an investment banking firm selected by the Company and
reasonably acceptable to the Purchasers, with the costs of such appraisal to be
borne by the Company.

         "INVESTMENT AMOUNT" shall mean the dollar amount to be invested in the
Company at the Closing pursuant to this Agreement by a Purchaser, as set forth
on the Execution Page hereto executed by such Purchaser.

         "MARKET PRICE" shall mean, with respect to any date of determination,
the average Closing Price during the five (5) Trading Days ending on the Trading
Day immediately preceding such date of determination, appropriately adjusted to
reflect any stock dividend, stock split or similar transaction during either
such relevant period.

         "MATERIAL ADVERSE EFFECT" shall mean any material adverse effect on (i)
the Securities, (ii) the ability of the Company to perform its obligations
hereunder (including the issuance of the Shares and the Warrants), under the
Warrants (including the issuance of the Warrant Shares) or under the
Registration Rights Agreement or (iii) the business, operations, properties,
prospects or financial condition of the Company.

         "PENALTY SHARES" shall mean any shares of Common Stock issued pursuant
to Section 2(c) of the Registration Rights Agreement.

         "PRO RATA PERCENTAGE" shall mean, with respect to any Purchaser, a
percentage computed by dividing such Purchaser's Investment Amount by the
aggregate Investment Amounts of all Purchasers.

         "SECURITIES" shall mean the Shares, the Warrants and the Warrant
Shares.

         "SHARES" means the shares of Common Stock to be issued and sold by the
Company and purchased by the Purchasers at the Closing.

         "TRADING DAY" shall mean a Business Day on which at least 5,000 shares
of Common Stock are traded on the principal United States securities exchange or
trading market on which such security is listed or traded as reported by NTMS.




                                       2
   3

2.       PURCHASE AND SALE OF SHARES AND WARRANTS.

         a. Generally. Except as otherwise provided in this Section 2 and
subject to the satisfaction (or waiver) of the conditions set forth in Section 6
and Section 7 below, each Purchaser shall purchase the number of Shares and
Warrants determined as provided in this Section 2, and the Company shall issue
and sell such number of Shares and Warrants to each Purchaser for such
Purchaser's Investment Amount as provided below.

         b. Number of Closing Shares and Warrants; Form of Payment; Closing
Date.

            i. On the Closing Date (as defined below), the Company shall sell
and each Purchaser shall buy (A) the number of Shares as is equal to the
quotient of (I) such Purchaser's Investment Amount divided by $7.3125 and (B)
Warrants exercisable for a number of shares of Common Stock equal to 75% of the
number of Shares referred to in subclause (A) above. On the Closing Date, each
Purchaser shall pay the Company an amount equal to such Purchaser's Investment
Amount.

            ii. On the Closing Date, each Purchaser shall pay its Investment
Amount by wire transfer of immediately available funds to the Company, in
accordance with the Company's written wiring instructions against delivery of
certificates representing the Shares and duly executed Warrants being purchased
by such Purchaser, and the Company shall deliver such Shares and Warrants
against delivery of the such Purchaser's Investment Amount.

            iii. Subject to the satisfaction (or waiver) of the conditions
thereto set forth in Section 6 and Section 7 below, the date and time of the
sale of the Shares and the Warrants pursuant to this Agreement (the "CLOSING")
shall be 10:00 a.m. California time on October 14, 1999 or such other date or
time as First Security Van Kasper ("FSVK") and the Company may mutually agree
("CLOSING DATE"). The Closing shall occur at the offices of Freshman, Marantz,
Orlanski, Cooper & Klein, 9100 Wilshire Blvd. Eighth Floor East Tower, Beverly
Hills, California, or at such other place as FSVK and the Company may otherwise
mutually agree.

3.       THE PURCHASER'S REPRESENTATIONS AND WARRANTIES.

         Each Purchaser severally and not jointly represents and warrants to the
Company as follows:

         a. Purchase for Own Account. The Purchaser is purchasing the Securities
for the Purchaser's own account and not with a present view towards the
distribution thereof. The Purchaser understands that the Purchaser must bear the
economic risk of this investment indefinitely, unless the Securities are
registered pursuant to the Securities Act and any applicable state securities or
blue sky laws or an exemption from such registration is available, and that the
Company has no present intention of registering any such Securities other than
as contemplated by the Registration Rights Agreement. Notwithstanding anything
in this Section 3(a) to the contrary, by making the foregoing representation,
the Purchaser does not agree to hold the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities



                                       3
   4

at any time in accordance with or pursuant to a registration statement or an
exemption from registration under the Securities Act and any applicable state
securities laws.

         b. Information. The Purchaser has been furnished all materials relating
to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the
Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the Company and has received what the Purchaser believes to be satisfactory
answers to any such inquiries. The Purchaser understands that its investment in
the Securities involves a high degree of risk. Neither such inquiries nor any
other due diligence investigation conducted by the Purchaser or its counsel or
any of its representatives shall modify, amend or affect the Purchaser's right
to rely on the Company's representations and warranties contained in Section 4
below.

         c. Governmental Review. The Purchaser understands that no United States
federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Securities.

         d. Authorization; Enforcement. The Purchaser has the requisite power
and authority to enter into and perform its obligations under this Agreement and
to purchase the Shares and the Warrants in accordance with the terms hereof.
This Agreement has been duly and validly authorized, executed and delivered on
behalf of the Purchaser and is a valid and binding agreement of the Purchaser
enforceable against the Purchaser in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other laws affecting creditors' rights and remedies generally and
to general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).

         e. Transfer or Resale. The Purchaser understands that (i) except as
provided in the Registration Rights Agreement, the Securities have not been and
are not being registered under the Securities Act or any state securities laws,
and may not be transferred unless (a) subsequently registered thereunder, or (b)
the Purchaser shall have delivered to the Company an opinion of counsel
reasonably acceptable to the Company (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the
effect that the Securities to be sold or transferred may be sold or transferred
under an exemption from such registration, or (c) sold under Rule 144
promulgated under the Securities Act (or a successor rule), or (d) sold or
transferred to an affiliate of the Purchaser pursuant to an exemption under the
Securities Act; and (ii) neither the Company nor any other person is under any
obligation to register such Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption
thereunder, in each case, other than pursuant to the Registration Rights
Agreement.

         f. Legends. The Purchaser understands that the Shares and the Warrants
and, until such time as the Shares and Warrant Shares have been registered under
the Securities Act as contemplated by the Registration Rights Agreement or
otherwise may be sold by the Purchaser under Rule 144, the certificates for the
Shares and Warrant Shares may bear a restrictive legend in substantially the
following form:



                                       4
   5

                  The securities  represented by this  certificate  have
                  not been registered  under the Securities Act of 1933,
                  as amended, or the securities laws of any state of the
                  United States.  The securities  represented hereby may
                  not be offered or sold in the absence of an  effective
                  registration   statement  for  the  securities   under
                  applicable  securities  laws unless  offered,  sold or
                  transferred  under  an  available  exemption  from the
                  registration requirements of those laws.

         The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Security upon which it is
stamped, if (a) the sale of such Security is registered under the Securities Act
or (b) in connection with the resale of such Security, such holder provides the
Company with an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public sale
or transfer of such Security may be made without registration under the
Securities Act or (c) such holder provides the Company with reasonable
assurances that such Security can be sold under Rule 144(k). The Purchaser
agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, pursuant to an effective registration
statement or under an exemption from the registration requirements of the
Securities Act. The legend shall be removed when such Security is sold pursuant
to an effective registration statement or may be sold by a Purchaser who is not
an "affiliate" of the Company under Rule 144(k).

         g. Accredited Investor Status. The Purchaser is an "ACCREDITED
INVESTOR" as that term is defined in Rule 501(a) of Regulation D. The Purchaser
is not registered as a broker or dealer under Section 15(a) of the Securities
Exchange Act of 1934, as amended (THE "EXCHANGE ACT"), affiliated with any
broker or dealer registered under Section 15(a) of the Exchange Act or a member
of the NASD (as defined below).

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser as follows:

         a. Organization and Qualification. The Company is a corporation duly
organized and existing under the laws of the jurisdiction in which it is
incorporated, and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted by it makes such qualification
necessary and where the failure so to qualify would have a Material Adverse
Effect. Schedule 4(a) sets forth the Company's jurisdiction of incorporation.
The Company has no significant subsidiary as such term is defined in Rule 405
under the Securities Act.

         b. Authorization; Enforcement. (i) The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement, the Warrants and the Registration Rights Agreement, to issue and
sell the Shares and the Warrants in accordance with the terms hereof and to
issue the Warrant Shares upon exercise of the Warrants in accordance with the
terms of the Warrants; (ii) the execution, delivery and performance of this
Agreement, the Warrants and the Registration Rights



                                       5
   6

Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including, without limitation, the reservation
for issuance and issuance of the Shares and the issuance of the Warrants and the
reservation for issuance and issuance of the Warrant Shares) have been duly
authorized by the Company's Board of Directors and no further consent or
authorization of the Company, its Board of Directors or its shareholders is
required; (iii) this Agreement has been duly executed and delivered by the
Company; and (iv) this Agreement constitutes, and, upon execution and delivery
by the Company and the other parties thereto to the extent required of the
Registration Rights Agreement and the Warrants, such agreements will constitute,
valid and binding obligations of the Company enforceable against the Company in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other laws
affecting creditors' rights and remedies generally and to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).

         c. Capitalization. The capitalization of the Company as of the date
hereof is set forth on Schedule 4(c), including the authorized capital stock,
the number of shares issued and outstanding, the number of shares issuable and
reserved for issuance pursuant to the Company's stock option plans, the number
of shares issuable and reserved for issuance pursuant to securities exercisable
for, or convertible into or exchangeable for any shares of capital stock. All of
such outstanding shares of the Company's capital stock have been, or upon
issuance will be, validly issued, fully paid and nonassessable. Except as set
forth on Schedule 4(c), no shares of capital stock of the Company (including the
Shares and the Warrant Shares) are subject to preemptive rights or any other
similar rights of the shareholders of the Company or any liens or encumbrances.
Except for the Securities and as disclosed in Schedule 4(c), as of the date of
this Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever to which the
Company is a party relating to the issuance by the Company of securities or
rights convertible into or exercisable or exchangeable for, any shares of
capital stock of the Company, or arrangements by which the Company is or may
become bound to issue additional shares of capital stock of the Company, and
(ii) there are no agreements or arrangements under which the Company is
obligated to register the sale of any of its or their securities under the
Securities Act (except the Registration Rights Agreement). The Company has made
available to each Purchaser through its filings with the SEC true and correct
copies of the Company's Articles of Incorporation as in effect on the date
hereof ("CERTIFICATE OF INCORPORATION"), the Company's By-laws as in effect on
the date hereof (the "BY-LAWS") and all other instruments and agreements
governing securities convertible into or exercisable or exchangeable for capital
stock of the Company, except for stock options granted under any employee
benefit plan or director stock option plan of the Company.

         d. Issuance of Shares. The Shares are duly authorized and when issued
and paid for in accordance with the terms hereof, will be validly issued, fully
paid and non-assessable, and free from all taxes, liens, claims and encumbrances
(other than those imposed through acts or omissions of the Purchaser thereof),
and will not be subject to preemptive rights or other similar rights of
shareholders of the Company and will not impose personal liability upon the
holder thereof. The Warrant Shares are duly authorized and reserved for
issuance, and, upon exercise of the Warrants in accordance with the terms
thereof, will be validly issued, fully paid and non-assessable and free from all
taxes and liens, claims and encumbrances (other than those imposed through acts
or omissions of the Purchaser thereof), and will not be subject to


                                       6
   7

preemptive rights or other similar rights of shareholders of the Company and
will not impose personal liability upon the holder thereof. The Penalty Shares
are duly authorized and reserved for issuance, and, when issued in accordance
with the Registration Rights Agreement will be validly issued, fully paid and
non-assessable and free from all taxes and liens, claims and encumbrances and
will not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.

         e. No Conflicts. The execution, delivery and performance of this
Agreement, the Registration Rights Agreement and the Warrants by the Company,
and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the reservation for issuance and
issuance of the Shares and the Warrant Shares and the issuance of the Warrants)
will not (i) conflict with or result in a violation of the Certificate of
Incorporation or By-laws or (ii) conflict with, or constitute a default (or an
event which, with notice or lapse of time or both, would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument to which the Company is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree (including (assuming the accuracy of the representations and warranties
of the Purchasers) the United States federal and state securities laws and
regulations) applicable to the Company or by which any property or asset of the
Company is bound or affected (except, with respect to clause (ii), for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a Material
Adverse Effect). The Company is not in violation of its Certificate of
Incorporation, By-laws and other organizational documents and the Company is not
in default (and no event has occurred which, with notice or lapse of time or
both, would put the Company in default) under, nor has there occurred any event
giving others (with notice or lapse of time or both) any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company is a party, except for actual or possible
violations, defaults or rights as would not, individually or in the aggregate,
have a Material Adverse Effect. The businesses of the Company are not being
conducted in violation of any law, ordinance or regulation of any governmental
entity, except for actual or possible violations, if any, the sanctions for
which either singly or in the aggregate would not have a Material Adverse
Effect. Except as specifically contemplated by this Agreement and as required
under the Securities Act and any applicable state securities laws, the Company
is not required to obtain any consent, approval, authorization or order of, or
make any filing or registration with, any court or governmental agency or any
regulatory or self regulatory agency in order for it to execute, deliver or
perform any of its obligations under this Agreement including without limitation
the issuance and sale of the Shares and Warrants as provided hereby), the
Warrants (including without limitation the issuance of the Warrant Shares) or
the Registration Rights Agreement (including without limitation the issuance of
the Penalty Shares), in each case in accordance with the terms hereof or
thereof. The Company is not in violation of the listing requirements of the
Nasdaq Small Cap Market and, assuming completion of the transactions
contemplated by this Agreement, does not reasonably anticipate that the Common
Stock will be delisted by the Nasdaq Small Cap Market in the foreseeable future
based on its rules (and interpretations thereof) as currently in effect.

         f. SEC Documents; Financial Statements. Since October 1, 1998], the
Company has timely filed all reports, schedules, forms, statements and other
documents required to be



                                       7
   8

filed by it with the SEC pursuant to the Exchange Act , and has filed all
registration statements and other documents required to be filed by it with the
SEC pursuant to the Securities Act (all of the foregoing filed prior to the date
hereof, and all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference therein, being hereinafter
referred to herein as the "SEC DOCUMENTS"). The Company has made available to
each Purchaser true and complete copies of the SEC Documents, except for the
exhibits and schedules thereto and the documents incorporated therein. As of
their respective dates, the SEC Documents complied in all material respects with
the requirements of the Exchange Act or the Securities Act, as the case may be,
and the rules and regulations of the SEC promulgated thereunder applicable to
the SEC Documents, and none of the SEC Documents, at the time they were filed
with the SEC, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Any statements made in any such SEC Documents that are or
were required to be updated or amended under applicable law have been so updated
or amended. As of their respective dates, the financial statements of the
Company included in the SEC Documents complied in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC applicable with respect thereto. Such financial statements have been
prepared in accordance with United States generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed or summary statements) and fairly present
in all material respects the consolidated financial position of the Company as
of the dates thereof and the results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal and
recurring year-end audit adjustments). Except as set forth in the SEC Documents,
the Company has no liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to the date
of such SEC Documents and (ii) obligations under contracts and commitments
incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in such SEC Documents, which
liabilities and obligations referred to in clauses (i) and (ii), individually or
in the aggregate, would not have a Material Adverse Effect.

         g. Absence of Certain Changes. Except as disclosed in the SEC
Documents, since June 30, 1999, there has been no change or development which
individually or in the aggregate has had or could have a Material Adverse
Effect.

         h. Absence of Litigation. Except as disclosed in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its directors or officers in their capacities as such which
would have a Material Adverse Effect.

         i. Intellectual Property. The Company owns or is licensed to use all
patents, patent applications, trademarks, trademark applications, trade names,
service marks, copyrights, copyright applications, licenses, permits, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures) and other similar rights and
proprietary knowledge (collectively, "INTANGIBLES") necessary for the conduct of
its business as now being conducted and as proposed to be conducted. The Company
has not received written notice that it is infringing upon or



                                       8
   9

in conflict with any third party Intangibles. The Company has not entered into
any consent, indemnification, forbearance to sue or settlement agreements with
respect to the validity of the Company's ownership or right to use its
Intangibles. The Intangibles are valid and enforceable in all material respects,
and no material registration relating thereto has lapsed, expired or been
abandoned or canceled or is the subject of cancellation or other adversarial
proceedings, and all material applications therefor are pending and in good
standing. The Company has complied in all material respects with its contractual
obligations relating to the protection of the Intangibles used pursuant to
licenses. To the Company's knowledge, no person is infringing on or violating
the Intangibles owned or used by the Company, which infringement or violation,
individually or in the aggregate, would have a Material Adverse Effect.

         j. Environment. Except as disclosed in the SEC Documents (i) there is
no environmental liability, nor factors likely to give rise to any environmental
liability, affecting any of the properties of the Company that, individually or
in the aggregate, would have a Material Adverse Effect and (ii) neither the
Company has violated any environmental law applicable to it now or previously in
effect, other than such violations or infringements that, individually or in the
aggregate, have not had and will not have a Material Adverse Effect.

         k. Title. Except as disclosed in the SEC documents, the Company has
good title to all personal property owned by it which is material to its
business, free and clear of all liens, encumbrances and defects except for such
defects in title that, individually or in the aggregate, could not have a
Material Adverse Effect. Any real property and facilities held under lease by
the Company are held by the Company under valid, subsisting and enforceable
leases with such exceptions which have not had and will not have a Material
Adverse Effect.

         l. Insurance. The Company maintains such insurance relating to its
business, operations, assets, key-employees and officers and directors as is
appropriate to its business, assets and operations, in such amounts and against
such risks as are customarily carried and insured against by owners of
comparable businesses, assets and operations, and such insurance coverages will
be continued in full force and effect to and including the Closing Date other
than those insurance coverages in respect of which the failure to continue in
full force and effect could not reasonably be expected to have a Material
Adverse Effect.

         m. Acknowledgment Regarding the Purchasers' Purchase of the Securities.
The Company acknowledges and agrees that no Purchaser is acting as a financial
advisor or is acting as a fiduciary of the Company (or in any similar capacity)
with respect to this Agreement or the transactions contemplated hereby, and the
relationship between the Company and the Purchasers is "arms length" and that
any statement made by any Purchaser or any of its representatives or agents in
connection with this Agreement and the transactions contemplated hereby is not
advice or a recommendation and is merely incidental to such Purchaser's purchase
of Securities and, except for the representations, warranties and covenants of
Purchaser expressly contained in this Agreement, has not been relied upon by the
Company, its officers or directors in any way. The Company further represents to
the Purchaser that the Company's decision to enter into this Agreement has been
based solely on an independent evaluation by the Company and its
representatives.



                                       9
   10

         n. No Brokers. The Company has not engaged any person to which or to
whom brokerage commissions, finder's fees, financial advisory fees or similar
payments are or will become due in connection with this Agreement or the
transactions contemplated hereby except for FSVK, whose commissions and fees
will be paid by the Company.

         o. Tax Status. The Company has made or filed all material federal,
state and local income and all other tax returns, reports and declarations
required by any jurisdiction to which it is subject (unless and only to the
extent that the Company has set aside on its books provisions adequate for the
payment of all unpaid and unreported taxes) and has paid all taxes and other
governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and has set aside on its books provisions adequate
for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no material unpaid taxes
claimed to be due by the taxing authority of any jurisdiction. The Company has
not executed a waiver with respect to any statute of limitations relating to the
assessment or collection of any federal, state or local tax.

         p. No General Solicitation. Neither the Company nor any person
participating on the Company's behalf in the transactions contemplated hereby
has conducted any "general solicitation" or "general advertising" as such terms
are used in Regulation D, with respect to any of the Securities being offered
hereby.

         q. Securities Laws. Neither the Company, nor any of its affiliates, nor
any person acting on its or their behalf, has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would require registration of the Securities being
offered hereby under the Securities Act or cause this offering of Securities to
be integrated with any prior offering of securities of the Company for purposes
of the Securities Act or any applicable stockholder approval provisions,
including, without limitation, Rule 4310(25)(h) of the National Association of
Securities Dealers ("NASD") or any similar rule.

         r. Year 2000. Except as disclosed in the SEC Documents or for matters
that will not have a Material Adverse Effect, to the Company's knowledge: (i)
all hardware and software products used by the Company and its in the
administration and the business operations of the Company will be able to
process date data (including, but not limited to, calculating, comparing and
sequencing) in a consistent manner from, into and between the twentieth century
(through 1999), the year 2000 and the twenty-first century, including leap year
calculations, when used in accordance with the product documentation
accompanying such hardware and software products; (ii) all software developed
and sold by the Company (other than third party software) will be able to
process date data (including, but not limited to, calculating, comparing and
sequencing) in a consistent manner from, into and between the twentieth century
(through 1999), the year 2000 and the twenty-first century, including leap year
calculations, when used in accordance with the product documentation
accompanying such software.



                                       10
   11

         s. Form S-3 Eligibility. The Company is currently eligible to register
the resale of its Common Stock on a registration statement on Form S-3 under the
Securities Act. To the Company's knowledge, there exist no facts or
circumstances (including without limitation any required approvals or waivers of
any circumstances that may delay or prevent the obtaining of accountant's
consents) that would prohibit the timely preparation and filing of a
registration statement on Form S-3 with respect to the Registrable Securities
(as defined in the Registration Rights Agreement).

         t. Disclosure. The information relating to or concerning the Company
set forth in this Agreement or provided to the Purchaser pursuant to Section
3(b) hereof and otherwise in connection with the transactions contemplated
hereby does not contain an untrue statement of material fact nor omits to state
a material fact necessary in order to make the statements made herein or
therein, in light of the circumstances under which they were made, not
misleading. Except as otherwise indicated in writing with a particular
purchaser, the Company has not disclosed or provided, and without such
Purchaser's consent thereto, will not hereafter disclose or provide to any
Purchaser, any information that (i) if disclosed, would, or could reasonably be
expected to have, a material effect on the price of the Common Stock or (ii)
according to applicable law, rule or regulation, should have been disclosed
publicly by the Company but which has not been disclosed.

5.       COVENANTS.

         a. Satisfaction of Conditions. The parties shall use their commercially
reasonable efforts to satisfy in a timely manner each of the conditions set
forth in Section 6 and Section 7 of this Agreement.

         b. Form D; Blue Sky Laws. The Company agrees to file a Form D with
respect to the Securities as required under Regulation D. The Company shall, on
or before the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Securities for sale to the Purchasers
pursuant to this Agreement under applicable securities or "blue sky" laws of the
states of the United States or obtain exemption therefrom.

         c. Reporting Status. So long as a Purchaser beneficially owns any
Securities or has the right to acquire any Securities pursuant to this
Agreement, the Company shall timely file all reports required to be filed with
the SEC pursuant to the Exchange Act, and shall not terminate its status as an
issuer required to file reports under the Exchange Act even if the Exchange Act
or the rules and regulations thereunder would permit such termination.

         d. Use of Proceeds. The Company shall use the net proceeds from the
sale of the Shares and the Warrants for the purposes set forth on Schedule 5(d),
but in no event shall the Company use such net proceeds to repurchase any
outstanding securities of the Company.

         e. Expenses. At the Closing, the Company shall reimburse FSVK for the
out-of-pocket expenses reasonably incurred by FSVK and its affiliates and
advisors in connection with the negotiation, preparation, execution and delivery
of this Agreement, the Registration Rights Agreement, the Warrants and the other
agreements to be executed in connection herewith, including, without limitation,
in conducting



                                       11
   12

FSVK's and its affiliates' and advisors' reasonable due diligence and FSVK's and
its affiliates' reasonable attorneys' fees and expenses (the "EXPENSES").
Notwithstanding the foregoing, the Company shall not be obligated to reimburse
FSVK for more than $25,000.00 of Expenses pursuant to this Section 5(e).

         f. Financial Information. For a period of two (2) years following the
Closing, the Company agrees to send to each Purchaser (i) within ten days after
the filing with the SEC, to the extent not available through the SEC's EDGAR
system, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form
10-Q, its proxy and information statements and any Current Reports on Form 8-K.

         g. Reservation of Shares. The Company has and shall at all times have
authorized and reserved for the purpose of issuance a sufficient number of
shares of Common Stock to provide for the issuance of the Shares as provided in
Section 2 hereof, and the full exercise of the Warrants and the issuance of the
Warrant Shares in connection therewith and as otherwise required hereby and by
the Warrants and the issuance of the Penalty Shares in accordance with the
Registration Rights Agreement. The Company shall not reduce the number of shares
of Common Stock reserved for issuance under this Agreement (except as a result
of the issuance of the Shares hereunder), the Warrants (except as a result of
the issuance of the Warrant Shares upon the exercise of the Warrants) or the
Registration Rights Agreement (except as a result of the termination or the
Company's obligations to issue Penalty Shares), without the consent of the
Purchasers.

         h. Listing. On the Closing Date, the Company shall have applied for the
listing of the Shares and Warrant Shares, in each case, upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed or quoted and shall maintain, so long as any other
shares of Common Stock shall be so listed, such listing of all Shares from time
to time issuable hereunder and all Warrant Shares from time to time issuable
upon exercise of the Warrants. The Company shall use its commercially reasonable
efforts to continue the listing and trading of its Common Stock on The Nasdaq
Stock Market and to comply in all respects with the Company's reporting, filing
and other obligations under the bylaws or rules of NASDAQ or any exchanges, as
applicable.

         i. Additional Equity Capital. The Company agrees that during the period
beginning on the date hereof and ending on the date which is 90 days following
the Closing Date the Company will not, without the prior written consent of the
Purchasers or their designees, such consent not to be unreasonably withheld,
contract with any party to obtain additional financing in which any equity or
equity-linked securities are issued (including any debt financing with an equity
component) (an "EQUITY FINANCING") pursuant to any offering exempt from the
registration requirements of the Securities Act which grants any registration
rights exercisable within six months of the Closing Date. The limitations
referred to in this Section 5(i) shall not apply to (i) any transaction
involving issuances of securities as consideration in a merger, consolidation or
acquisition of assets, or in connection with any strategic partnership,
collaboration or joint venture (the primary purpose of which is not to raise
equity capital), or as consideration for the acquisition of a business, product
or license by the Company, (ii) the issuance of securities pursuant to an
underwritten public offering, (iii) the issuance of securities upon exercise or
conversion of the Company's options, warrants or other convertible securities
outstanding as of the date hereof as set forth in Schedule 4(c) or (iv) the
grant of additional options or warrants, or the issuance of additional
securities, under any duly authorized Company



                                       12
   13

stock option, stock purchase or restricted stock plan for the benefit of the
Company's employees, consultants or directors.

         j. No Integrated Offerings. The Company shall not make any offers or
sales of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the
Securities Act or cause this offering of Securities to be integrated with any
other offering of securities by the Company for purposes of any state securities
or blue sky law.

6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The obligation of the Company hereunder to issue and sell Shares and
Warrants to a Purchaser at the Closing hereunder is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions thereto;
provided, however, that these conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion.

         a. The applicable Purchaser shall have executed the signature page to
this Agreement and the Registration Rights Agreement, and delivered the same to
the Company.

         b. The applicable Purchaser shall have delivered such Purchaser's
Investment Amount in accordance with Section 2(b) above.

         c. The representations and warranties of the applicable Purchaser shall
be true and correct as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date, which representations and warranties shall be true and
correct as of such date), and the applicable Purchaser shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the applicable Purchaser at or prior to the Closing Date.

         d. No statute, rule, regulation, executive order, decree, ruling,
injunction, action, proceeding or interpretation shall have been enacted,
entered, promulgated, endorsed or adopted by any court or governmental authority
of competent jurisdiction or any self-regulatory organization, or the staff of
any thereof, having authority over the matters contemplated hereby which
questions the validity of, or challenges or prohibits the consummation of, any
of the transactions contemplated by this Agreement.

7.       CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND
WARRANTS.The obligation of each Purchaser hereunder to purchase Shares and
Warrants to be purchased by it hereunder is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that
these conditions are for such Purchaser's sole benefit and may be waived by such
Purchaser at any time in such Purchaser's sole discretion:

         a. The Company shall have executed the signature pages to this
Agreement and the Registration Rights Agreement, and delivered the same to the
Purchaser.



                                       13
   14

         b. The Company shall have delivered to the Purchaser duly executed
certificates representing the number of Shares and duly executed Warrants as
provided in Section 2(b) above.

         c. The Shares shall be authorized for quotation on NASDAQ and trading
in the Common Stock (or on NASDAQ generally) shall not have been suspended or be
under threat of suspension by the SEC or NASDAQ.

         d. The representations and warranties of the Company shall be true and
correct as of the date when made and as of the Closing Date as though made at
that time (except for representations and warranties that speak as of a specific
date, which representations and warranties shall be true and correct as of such
date) and the Company shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing Date. The Purchaser shall have received a certificate, executed
on behalf of the Company by its Chief Financial Officer, dated as of the Closing
Date, to the foregoing effect and attaching true and correct copies of the
resolutions adopted by the Company's Board of Directors authorizing the
execution, delivery and performance by the Company of its obligations under this
Agreement, the Warrants and the Registration Rights Agreement.

         e. No statute, rule, regulation, executive order, decree, ruling,
injunction, action, proceeding or interpretation shall have been enacted,
entered, promulgated, endorsed or adopted by any court or governmental authority
of competent jurisdiction or any self-regulatory organization, or the staff of
any thereof, having authority over the matters contemplated hereby which
questions the validity of, or challenges or prohibits the consummation of, any
of the transactions contemplated by this Agreement.

         f. The Purchaser shall have received an opinion of the Company's
counsel, dated as of the Closing Date, relating to the matters set forth in
Exhibit C attached hereto.

         g. From the date of this Agreement through the Closing Date, there
shall not have occurred any Material Adverse Effect.

8.       GOVERNING LAW MISCELLANEOUS.

         a. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. Each of the parties
irrevocably consents to the jurisdiction of the United States federal courts and
the state courts located in the State of California in any suit or proceeding
based on or arising under this Agreement and irrevocably agrees that all claims
in respect of such suit or proceeding may be determined in such courts. Each of
the parties, irrevocably waives the defense of an inconvenient forum to the
maintenance of such suit or proceeding. Each of the parties further agrees that
service of process upon such party mailed by first class mail to the address set
forth in Section 8(f) shall be deemed in every respect effective service of
process upon such party in any such suit or proceeding. Nothing herein shall
affect the right of any Purchaser to serve process in any other manner permitted
by law. Each of the parties,


                                       14
   15

agrees that a final non-appealable judgment in any such suit or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on such
judgment or in any other lawful manner.

         b. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.
In the event any signature is delivered by facsimile transmission, the party
using such means of delivery shall cause the manually executed Execution Page(s)
hereof to be physically delivered to the other party within five (5) days of the
execution hereof.

         c. Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

         d. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

         e. Entire Agreement; Amendments; Waiver. This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Purchasers
make any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by
an instrument in writing signed by the Company and, by the Purchasers as
provided in Section 8(o) hereof. Any waiver by the Purchasers, on the one hand,
or the Company, on the other hand, of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision of or any breach of any other provision of this
Agreement. The failure of the Purchasers, on the one hand, or the Company, on
the other hand to insist upon strict adherence to any term of this Agreement on
one or more occasions shall not be considered a waiver or deprive that party of
the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.

         f. Notices. Any notices required or permitted to be given under the
terms of this Agreement shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier or by confirmed
telecopy, and shall be effective five days after being placed in the mail, if
mailed, or upon receipt or refusal of receipt, if delivered personally or by
courier or confirmed telecopy, in each case addressed to a party. The addresses
for such communications shall be:




                                       15
   16


               If to the Company:

                      Mustang Software, Inc.
                      6200 Lake Ming Road
                      Bakersfield CA 93306

                      Telephone No.: (661) 873-2580
                      Facsimile No.: (661) 873-2474
                      Attention: Donald M Leonard, Vice President Finance
                                 and Chief Financial Officer

               With a copy to:

                      Freshman, Marantz, Orlanski, Cooper & Klein
                      9100 Wilshire Boulevard, Eighth Floor, East Tower
                      Beverly Hills, CA 90212-3480

                      Telephone No.:    (310) 273-9710
                      Facsimile No.:    (310) 274-8357
                      Attention:        Mark A. Klein, Esq.

If to the Purchaser, to the address set forth under the Purchaser's name on the
Execution Page hereto executed by such Purchaser, with a copy to:

                      First Security Van Kasper
                      600 California Street, Suite 1700
                      San Francisco, CA 94108

                      Telephone No.:  (415) 675-2490
                      Facsimile No.:  (415) 954-8309
                      Attention:      Ronald F. Richards
                                      Senior Vice President

Each party hereto may from time to time change its address or facsimile number
for notices under this Section 8 by giving at least ten (10) days' prior written
notice of such changed address or facsimile number, in the case of the
Purchasers to the Company, and in the case of the Company to all of the
Purchasers.

         g. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers, such consent not to be
unreasonably withheld



                                       16
   17

or delayed. No Purchaser shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Company, such
consent not to be unreasonably withheld or delayed, except to an affiliate of
such Purchaser, and provided further, that any such assignee shall agree in
writing with the Company to be bound by the terms and conditions hereof and of
the Registration Rights Agreement.

         h. Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by any other person.

         i. Survival. The representations and warranties of the Company shall
survive for three (3) years from the Closing Date and the agreements and
covenants of the Company shall survive the Closing subject to any applicable
statute of limitations notwithstanding any due diligence investigation conducted
by or on behalf of the Purchasers. Moreover, none of the representations and
warranties made by the Company herein shall act as a waiver of any rights or
remedies a Purchaser may have under applicable federal or state securities laws.
The Company agrees to indemnify and hold harmless each Purchaser and each of
such Purchaser's officers, directors, employees, partners, members, agents and
affiliates for loss or damage relating to the Securities purchased hereunder
arising as a result of or related to any breach by the Company of any of its
representations or covenants set forth herein, including advancement of expenses
as they are incurred.

         j. Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         k. Termination. In the event that the Closing Date shall not have
occurred on or before October 21, 1999, unless the parties agree otherwise, this
Agreement shall terminate at the close of business on such date. Notwithstanding
any termination of this Agreement, any party not in breach of this Agreement
shall preserve all rights and remedies it may have against another party hereto
for a breach of this Agreement prior to or relating to the termination hereof.

         l. Joint Participation in Drafting. Each party to this Agreement has
participated in the negotiation and drafting of this Agreement, the Registration
Rights Agreement and the Warrants. As such, the language used herein and therein
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
party to this Agreement, the Registration Rights Agreement or the Warrants.

         m. Equitable Relief. Each party acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the other parties by
vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, each party acknowledges that the remedy at law for a breach of its
obligations hereunder will be inadequate and agrees, in the event of a breach or
threatened breach by such party of the provisions of this Agreement, that the
other parties shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without any bond or
other security being required.



                                       17
   18

         n. Determinations. Except as otherwise expressly provided herein, all
consents, approvals and other determinations to be made by the Purchasers
pursuant to this Agreement and all waivers and amendments to or of any
provisions in this Agreement prior to the Closing Date to be binding upon a
Purchasers shall be made by such Purchaser and except as otherwise expressly
provided herein, all consents, approvals and other determinations (other than
amendments to the terms and provisions of this Agreement) to be made by the
Purchasers pursuant to this Agreement and all waivers and amendments to or of
any provisions in this Agreement after the Closing Date shall be made by
Purchasers (excluding Purchasers who are affiliates of the Company) that have
invested more than seventy-five percent (75%) of the aggregate Investment
Amounts invested by all Purchasers (excluding Purchasers who are affiliates of
the Company).

         o. Public Disclosure. The Company shall have the right to approve the
issuance of any press release (including any "tombstone" advertisement) or any
other public statements with respect to the transactions contemplated hereby.

         p. California Corporate Securities Law. THE SALE OF THE SECURITIES THAT
ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES
OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.

         q. Aggregation of Securities. All of the Shares, Warrants, Warrant
Shares and Securities, as the case may be, held or acquired by affiliated
entities or persons shall be aggregated together for the purpose of determining
the availability of rights under this Agreement.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       18
   19

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.



                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By: /s/ James A. Harrer
                                   -------------------------------
                               Name:   James A. Harrer
                                    ------------------------------
                               Title:  President
                                     -----------------------------


                               By: /s/ Donald M. Leonard
                                   -------------------------------
                               Name:   Donald M. Leonard
                                    ------------------------------
                               Title:  Chief Financial Officer
                                     -----------------------------


                               THE PURCHASER:

                               [                                 ]


                                     By:
                                        ---------------------------------------
                                     Name:
                                           ------------------------------------
                                     Title:
                                            -----------------------------------
                                     Investment Amount: $
                                                         ----------------------
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:
                                             ----------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Telephone No.:  (   )
                                                          ---------------------
                                     Telecopy No.:   (   )
                                                          ---------------------
                                     Attention:
                                               --------------------------------


                                     with copies of all notices to:


                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Telephone No.:(   )
                                                        -----------------------
                                     Telecopy No.: (   )
                                                        -----------------------
                                     Attention:
                                                -------------------------------




                                       19
   20

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.



                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:


                                     Special Situations Fund III, L.P.



                                     By: /s/ David Greenhouse
                                         --------------------------------------
                                     Name: David Greenhouse
                                           ------------------------------------
                                     Title: Managing Director
                                           ------------------------------------
                                     Investment Amount: $1,000,000
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:   153 East 53rd Street
                                                NY NY 10011
                                                -------------------------------

                                     Telephone No.:    (212) 832-5300
                                     Telecopy No.:     (212) 832-6141
                                     Attention:
                                               --------------------------------


                                     with copies of all notices to:


                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Telephone No.:(   )
                                                        -----------------------
                                     Telecopy No.: (   )
                                                        -----------------------
                                     Attention:
                                               --------------------------------



                                       20
   21

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.



                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:


                                     Special Situations Cayman Fund, L.P.

                                     By: /s/ David Greenhouse
                                         --------------------------------------
                                     Name: David Greenhouse
                                           ------------------------------------
                                     Title: Managing Director
                                            -----------------------------------
                                     Investment Amount: $200,000
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:  153 East 53rd St
                                               NY NY 10011
                                               --------------------------------
                                     Telephone No.:   (212) 832-5300
                                     Telecopy No.:    (212) 832-6141
                                     Attention:
                                               --------------------------------


                                     with copies of all notices to:


                                     -----------------------------------
                                     -----------------------------------
                                     -----------------------------------
                                     -----------------------------------
                                     Telephone No.:(   )
                                                        ----------------
                                     Telecopy No.: (   )
                                                        ----------------
                                     Attention:
                                                ------------------------




                                       21
   22

        IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                               COMPANY:

                               MUSTANG SOFTWARE, INC.


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:

                                     Special Situations Private
                                     Equity Fund, L.P.


                                     By: /s/ David Greenhouse
                                         --------------------------------------
                                     Name: David Greenhouse
                                           ------------------------------------
                                     Title: Managing Director
                                            -----------------------------------
                                     Investment Amount: $800,000
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:  153 East 53rd St
                                               NY NY 10011
                                               --------------------------------
                                     Telephone No.:   (212) 832-5300
                                     Telecopy No.:    (212) 832-6141
                                     Attention:
                                               --------------------------------


                                     with copies of all notices to:


                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Telephone No.:(   )
                                                        -----------------------
                                     Telecopy No.: (   )
                                                        -----------------------
                                     Attention:
                                                -------------------------------




                                       22
   23

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.



                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:


                                     Special Situations Technology Fund,
                                     L.P.

                                     By: /s/ David Greenhouse
                                         --------------------------------------
                                     Name: David Greenhouse
                                           ------------------------------------
                                     Title: Managing Director
                                            -----------------------------------
                                     Investment Amount: $300,000

                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:   153 East 53rd Street
                                                NY NY 10011
                                                -------------------------------

                                     Telephone No.:    (212) 832-5300
                                     Telecopy No.:     (212) 832-6141
                                     Attention:
                                               --------------------------------

                                     with copies of all notices to:

                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Telephone No.:(   )
                                                        -----------------------
                                     Telecopy No.: (   )
                                                        -----------------------
                                     Attention:
                                               --------------------------------
                                     Attention:
                                               --------------------------------


                                       23

   24

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.



                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:


                                     Core Technology Fund Inc.


                                     By: /s/ Seymour L. Goldblatt
                                         --------------------------------------
                                     Name: Seymour L. Goldblatt
                                           ------------------------------------
                                     Title: Managing Director
                                            -----------------------------------
                                     Investment Amount: $322,481.25
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:  NSCC NY Window -
                                               Bear Stearns 55
                                               --------------------------------
                                     Water Street Concourse Level
                                     ------------------------------------------
                                     South Building
                                     ------------------------------------------
                                     New York, N.Y. 10041
                                     ------------------------------------------
                                     Telephone No.: (212) 309-8328
                                                    ---------------------------
                                     Telecopy No.:  (212) 309-8967
                                                    ---------------------------
                                     Attention: Rich Layh
                                                -------------------------------


                                     with copies of all notices to:


                                     S Squared Technology Corp.
                                     Suite 4200
                                     515 Madison Avenue
                                     New York, NY 10022-5474
                                     Telephone No.: (212) 421-2155
                                     Telecopy No.:  (212) 838-3783
                                     Attention: Sy Goldblatt


                                       24
   25

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.



                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:

                                     Executive Technology LP

                                     By: /s/ Seymour L. Goldblatt
                                         --------------------------------------
                                     Name: Seymour L. Goldblatt
                                           ------------------------------------
                                     Title: President of S Squared Technology
                                            -----------------------------------
                                     which is General Partner of Exec Tech
                                     ------------------------------------------
                                     Investment Amount: $114,806.25
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address: NSCC NY Window - Bear Stearns 55
                                              ---------------------------------
                                     Water Street Concourse Level
                                     ------------------------------------------
                                     South Building
                                     ------------------------------------------
                                     New York, N.Y. 10041
                                     ------------------------------------------
                                     Telephone No.:  (212) 309-8328
                                                     --------------------------
                                     Telecopy No.:   (212) 309-8967
                                                     --------------------------
                                     Attention: Rich Layh
                                                -------------------------------


                                     with copies of all notices to:


                                     S Squared Technology Corp.
                                     Suite 4200
                                     515 Madison Avenue
                                     New York, NY 10022-5474
                                     Telephone No.: (212) 421-2155
                                     Telecopy No.:  (212) 838-3783
                                     Attention: Sy Goldblatt




                                       25
   26


         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:



                                     Matrix Technology Group NV



                                     By: /s/ Seymour L. Goldblatt
                                         --------------------------------------
                                     Name: Seymour L. Goldblatt
                                           ------------------------------------
                                     Title: Managing Director
                                            -----------------------------------
                                     Investment Amount: $61,425
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address: NSCC NY Window -
                                              Bear Stearns
                                     ------------------------------------------
                                     55 Water Street Concourse Level
                                     ------------------------------------------
                                     South Building
                                     ------------------------------------------
                                     New York, N.Y. 10041
                                     ------------------------------------------
                                     Telephone No.:  (212) 309-8328
                                                     --------------------------
                                     Telecopy No.:   (212) 309-8967
                                                     --------------------------
                                     Attention: Rich Layh
                                                -------------------------------


                                     with copies of all notices to:


                                     S Squared Technology Corp.
                                     Suite 4200
                                     515 Madison Avenue
                                     New York, NY 10022-5474
                                     Telephone No.: (212) 421-2155
                                     Telecopy No.:  (212) 838-3783
                                     Attention: Sy Goldblatt




                                       26
   27

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:


                                     Sci-Tech Investment Partners L.P.


                                     By: /s/ Seymour L. Goldblatt
                                         --------------------------------------
                                     Name: Seymour L. Goldblatt
                                           ------------------------------------
                                     Title: President of S Squared
                                            -----------------------------------
                                            which is the  General Partner
                                            -----------------------------------
                                            of Sci-Tech
                                            -----------------------------------
                                     Investment Amount: $199,631.25
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:  NSCC NY Window -
                                               --------------------------------
                                               Bear Stearns 55
                                               --------------------------------
                                     Water Street Concourse Level
                                     ------------------------------------------
                                     South Building
                                     ------------------------------------------
                                     New York, N.Y. 10041
                                     ------------------------------------------
                                     Telephone No.:  (212) 309-8328
                                     Telecopy No.:   (212) 309-8967
                                     Attention:  Rich Layh
                                                 ------------------------------

                                     with copies of all notices to:

                                     S Squared Technology Corp.
                                     Suite 4200
                                     515 Madison Avenue
                                     New York, NY 10022-5474
                                     Telephone No.:  (212) 421-2155
                                     Telecopy No.:   (212) 838-3783
                                     Attention: Sy Goldblatt




                                       27
   28

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:

                                     SG Partners LP

                                     By: /s/ Seymour L. Goldblatt
                                         --------------------------------------
                                     Name: Seymour L. Goldblatt
                                           ------------------------------------
                                     Title: President of S Squared Technology
                                            -----------------------------------
                                     which is General Partner of S.G. Partners
                                     ------------------------------------------
                                     Investment Amount: $436,556.25
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:  NSCC NY Window - Bear Stearns 55
                                     ------------------------------------------
                                     Water Street Concourse Level
                                     ------------------------------------------
                                     South Building
                                     ------------------------------------------
                                     New York, N.Y. 10041
                                     ------------------------------------------
                                     Telephone No.:   (212) 309-8328
                                                      -------------------------
                                     Telecopy No.:    (212) 309-8967
                                                      -------------------------
                                     Attention: Rich Layh
                                                -------------------------------


                                     with copies of all notices to:


                                     S Squared Technology Corp.
                                     Suite 4200
                                     515 Madison Avenue
                                     New York, NY 10022-5474
                                     Telephone No.:  (212) 421-2155
                                     Telecopy No.:   (212) 838-3783
                                     Attention: Sy Goldblatt




                                       28
   29

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:

                                     Yale University

                                     By: /s/ Seymour L. Goldblatt
                                         --------------------------------------
                                     Name: Seymour L. Goldblatt
                                           ------------------------------------
                                     Title:
                                           ------------------------------------
                                     Investment Amount: $778,781.25
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address: Bankers Trust
                                              ---------------------------------
                                     14 Wall Street 4th Floor Window 43-44
                                     ------------------------------------------
                                     New York, NY 10005
                                     ------------------------------------------
                                     Telephone No.:    (212) 835-3779
                                                       ------------------------
                                     Telecopy No.:     (212) 835-3620
                                                       ------------------------
                                     Attention: Lewis Keller
                                                -------------------------------


                                     with copies of all notices to:


                                     S Squared Technology Corp.
                                     Suite 4200
                                     515 Madison Avenue
                                     New York, NY 10022-5474
                                     Telephone No.:  (212) 421-2155
                                     Telecopy No.:   (212) 838-3783
                                     Attention: Sy Goldblatt



                                       29
   30

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.

                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:

                               Yale University Retirement Plan for
                               Staff Employees


                                     By: /s/ Seymour L. Goldblatt
                                         --------------------------------------
                                     Name: Seymour L. Goldblatt
                                           ------------------------------------
                                     Title: President of S Squared Technology
                                            -----------------------------------
                                     which is Investment Advisor for
                                     ------------------------------------------
                                     Yale University
                                     ------------------------------------------
                                     Investment Amount: $87,018.75
                                     Residence:
                                                -------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:  State Street Bank & Trust
                                             ----------------------------------
                                     1 Enterprise Drive, Solaman Willard Bldg.
                                     ------------------------------------------
                                     W2c/GIMS
                                     ------------------------------------------
                                     Quincy, MA 02171
                                     ------------------------------------------
                                     Telephone No.:  (617) 985-2950
                                                     --------------------------
                                     Telecopy No.:   (617) 984-2855
                                                     --------------------------
                                     Attention:  Heather Mazarel
                                               --------------------------------


                                     with copies of all notices to:


                                     S Squared Technology Corp.
                                     Suite 4200
                                     515 Madison Avenue
                                     New York, NY 10022-5474
                                     Telephone No.:  (212) 421-2155
                                     Telecopy No.:   (212) 838-3783
                                     Attention: Sy Goldblatt



                                       30
   31

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:


                                     C. S. L. Associates, L.P.


                                     By: /s/ Charles S. Lipson
                                         --------------------------------------
                                     Name: CHARLES S. LIPSON
                                           ------------------------------------
                                     Title: General Partner
                                            -----------------------------------
                                     Investment Amount: $300,000
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address:
                                              880 Third Ave
                                     ------------------------------------------
                                              NY, NY 10022
                                     ------------------------------------------
                                     Telephone No.:   (212) 350-7244
                                                      -------------------------
                                     Telecopy No.:    (212) 350-7277
                                                      -------------------------
                                     Attention:   Charles Lipson
                                               --------------------------------


                                     with copies of all notices to:


                                     Monica Bermeo
                                     880 Third Ave
                                     NY, NY 10022

                                     ------------------------------------------
                                     Telephone No.: (212) 350-7244
                                     Telecopy No.:  (212) 350-7277
                                     Attention: Monica Bermeo




                                       31
   32

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.

                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:

                                     Edward O. Thorp

                                     By: /s/ Edward O. Thorp
                                         --------------------------------------
                                     Name: Edward O. Thorp
                                           ------------------------------------
                                     Title:
                                           ------------------------------------
                                     Investment Amount: $500,000
                                     Residence:  21 Ridgeline Drive
                                                 Newport Beach, CA 92600
                                     ------------------------------------------

                                     Address: Edward O. Thorp & Associates
                                              620 Newport Center Drive Suite 880
                                     ------------------------------------------
                                              Newport Beach, CA 92660
                                     ------------------------------------------
                                     Telephone No.:    (949) 720-0130
                                                       ------------------------
                                     Telecopy No.:     (949) 720-1649
                                                       ------------------------
                                     Attention: Mr. Edward O. Thorp
                                                -------------------------------






                                       32
   33

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                               COMPANY:

                               MUSTANG SOFTWARE, INC.



                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               By:
                                   -------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                               THE PURCHASER:


                                     Schottenfeld Associates LP

                                     By: /s/ Richard Schottenfeld
                                         --------------------------------------
                                     Name: Richard Schottenfeld
                                           ------------------------------------
                                     Title: President of GP
                                            -----------------------------------
                                     Investment Amount: $500,000
                                     Residence:
                                               --------------------------------
                                     ------------------------------------------
                                     ------------------------------------------
                                     Address: 880 Third Ave. 16th Fl
                                              ---------------------------------
                                              New York, NY 10022
                                              ---------------------------------
                                     Telephone No.:    (212) 350-7200
                                                       ------------------------
                                     Telecopy No.:     (212) 350-7277
                                                       ------------------------
                                     Attention: Richard Schottenfeld/Danielle
                                                -------------------------------
                                                DeFelitta
                                                -------------------------------


                                     with copies of all notices to:


                                     Danielle DeFelitta
                                     880 Third Ave. 16th Fl
                                     New York, NY 10022
                                     Telephone No.: (212) 350-7217
                                     Telecopy No.:  (212) 350-7277
                                     Attention: Danielle DeFelitta



                                       33

EX-4.3

   1
                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 14,
1999, by and among MUSTANG SOFTWARE, INC., a corporation organized under the
laws of the State of California (the "COMPANY"), and the undersigned (the
"INITIAL INVESTORS").

     WHEREAS:

     A.   The Company and the Initial Investors have entered into a Securities
Purchase Agreement dated the date hereof (the "SECURITIES PURCHASE AGREEMENT;"
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Securities Purchase Agreement). In
connection with the Securities Purchase Agreement, the Company has agreed, upon
the terms and subject to the conditions contained therein, to issue and sell to
the Initial Investors (i) shares of the Company's common stock, no par value
(the "COMMON STOCK"), and (ii) warrant to purchase Common Stock (the
"WARRANTS"). The shares of Common Stock issued on the Closing Date under the
Securities Purchase Agreement are referred to herein as the "SHARES" and the
shares of Common Stock issuable upon exercise of or otherwise pursuant to the
Warrants are referred to herein as the "WARRANT SHARES."

     B.   To induce the Initial Investors to execute and deliver the Securities
Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
"SECURITIES ACT"), and applicable state securities laws;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Initial
Investors, intending to be legally bound, hereby agree as follows:

     1.   DEFINITIONS.

          As used in this Agreement, the following terms shall have the
following meanings:

               (i)  "INVESTORS" means the Initial Investors and any transferees
or assignees who agree to become bound by the provisions of this Agreement in
accordance with Section 9 hereof, provided that neither such person nor any
affiliate of such person is registered as a broker or dealer under



                                      -1-
   2

Section 15(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or a member of the National Association of Securities Dealers, Inc.
("NASD").

               (ii) "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering securities on a
continuous basis ("RULE 415"), and the declaration or ordering of effectiveness
of such Registration Statement by the United States Securities and Exchange
Commission (the "SEC").

               (iii) "REGISTRABLE SECURITIES" means (i) the Shares, (ii) the
Warrant Shares, (iii) any shares of Common Stock issued to an Investor at such
Investor's option pursuant to Section 2(c) hereof and (iv) any shares of capital
stock issued or issuable, from time to time (with any adjustments), as a
distribution on or in exchange for or otherwise with respect to any of the
foregoing.

               (iv) "REGISTRATION STATEMENT" means one or more registration
statements of the Company under the Securities Act registering all of the
Registrable Securities, including the Initial Registration Statement, any
Uncovered Shares Amendments and Uncovered Shares Registration Statements (each,
as defined below).

     2.   REGISTRATION.

          a.   Mandatory Registration. Within 30 days following the Closing Date
(the "FILING DEADLINE"), the Company shall file with the United States
Securities and Exchange Commission ("SEC") a Registration Statement on Form S-3
(or, if Form S-3 is not then available, on such form of Registration Statement
as is then available to effect a registration of all of the Registrable
Securities, subject to the consent of the Initial Investors as to the use of
such form (as determined pursuant to Section 11(j) hereof)) covering the resale
of at least 1,340,338 shares of Common Stock, which Registration Statement, to
the extent allowable under the Securities Act and the rules promulgated
thereunder shall state that such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon exercise of the Warrants to prevent dilution resulting from stock splits,
stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT").
The Registrable Securities included in the Initial Registration Statement shall
be registered on behalf of the Investors as set forth in Section 11(k) hereof.
The Initial Registration Statement (and each amendment or supplement thereto,
and each request for acceleration of effectiveness thereof) shall be provided to
(and subject to the review by) the Initial Investors and their counsel at least
five (5) business days prior to its filing or other submission. If for any
reason (including, but not limited to, a determination by the staff of the SEC
that all or any portion of the Warrant Shares or any other Registrable
Securities cannot be included in the Initial Registration Statement (an "SEC
DETERMINATION")) the Initial Registration Statement declared effective by the
SEC does not include all of the Registrable Securities (any such shares that are
not included being the "UNCOVERED SHARES"), the Company shall prepare and file
with the SEC, as soon as practicable, but in any event within 30 days after
becoming aware of the existence of any Uncovered Shares (such date



                                      -2-
   3

referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an
amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration
Statement effecting a registration of the Uncovered Shares or (b) a registration
statement which registers the Uncovered Shares (the "UNCOVERED SHARES
REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares
Registration Statement (and each amendment or supplement thereto, and each
request for acceleration of effectiveness thereof) shall be provided to the
Initial Investors and their counsel for review and comment at least three (3)
business days prior to its filing or other submission. The Company shall use its
best efforts to cause each of the Initial Registration Statement and the
Uncovered Shares Amendment or the Uncovered Shares Registration Statement to
become effective as soon as practicable after the filing thereof.

          b.   Underwritten Offering. The Investors may offer and sell the
Registrable Securities pursuant to a Registration Statement filed in accordance
with Section 2(a) in an underwritten offering. In any such underwritten
offering, the Investors who hold a majority in interest of the Registrable
Securities subject to such underwritten offering, shall have the right to select
one legal counsel to represent the Investors and an investment banker or bankers
and manager or managers to administer the offering, which investment banker or
bankers or manager or managers shall be reasonably satisfactory to the Company.
In the event that any Investors elect not to participate in such underwritten
offering, the Registration Statement covering all of the Registrable Securities
shall contain appropriate plans of distribution reasonably satisfactory to the
Investors participating in such underwritten offering and the Investors electing
not to participate in such underwritten offering (including, without limitation,
the ability of nonparticipating Investors to sell from time to time and at any
time during the effectiveness of such Registration Statement). In the event the
Investors elect to offer and sell the Registrable Securities pursuant to a
Registration Statement filed in accordance with Section 2(a) in an underwritten
offering, the provisions of the Section 2(c) shall be inapplicable to such
Registration Statement.

          c.   Payments by the Company. The Company shall use its best efforts
to cause each Registration Statement required to be filed pursuant to Section
2(a) hereof to become effective as soon as practicable, but, as to the Initial
Registration Statement filed pursuant to Section 2(a), in no event later than
the ninetieth (90th) day after the Closing Date (the "REGISTRATION DEADLINE"),
and as to any Uncovered Shares Amendment or Uncovered Shares Registration
Statement, in no event later than the ninetieth (90th) day after the Uncovered
Share Filing Deadline (the "UNCOVERED SHARE REGISTRATION DEADLINE"). If (i) the
Registration Statement(s) covering the Registrable Securities required to be
filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC
by the Filing Deadline or the Uncovered Share Filing Deadline, as applicable,
or, unless the delay is caused as a result of the SEC's comment process,
declared effective by the SEC on or before the Registration Deadline or the
Uncovered Share Registration Deadline, as applicable, or if, after a
Registration Statement has been declared effective by the SEC, sales of all the
Registrable Securities (including any Registrable Securities required to be
registered pursuant to Section 3(b) hereof) required to be included therein
(except, in the case of the Initial Registration Statement, for Uncovered Shares
which are the subject of an SEC Determination) cannot be made pursuant to the
Registration Statement (by reason of a stop order, the Company's failure to
update a Registration Statement, any reason resulting in Uncovered Shares or any
other reason outside the control of the


                                      -3-
   4

Investors) or (ii) the Common Stock is not listed or included for quotation on
the Nasdaq National Market or Small Cap Market (the "NASDAQ MARKETS"), the New
York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") at
any time after the Registration Deadline, then the Company will make payments to
the Investors in such amounts and at such times as shall be determined pursuant
to this Section 2(c) as partial relief for the damages to the Investors by
reason of any such delay in or reduction of their ability to sell the
Registrable Securities (which remedy shall not be exclusive of any other
remedies available at law or in equity).

     The Company shall pay to each Investor an amount equal to (i) the
Investment Amount (as defined in the Securities Purchase Agreement) paid by such
Investor (or if such Investor is not an Initial Investor, the Investment Amount
paid by such Investor's transferor or assignor of such Shares and Warrants) for
the Shares and Warrants purchased by such Investor (or such Investor's
transferor or assignor) pursuant to the Securities Purchase Agreement (the
"AGGREGATE PURCHASE PRICE"), multiplied by (ii) one percent (1%) (with respect
to the period commencing on the Filing Deadline, the Uncovered Filing Deadline,
the Registration Deadline or the Uncovered Share Registration Deadline, as
applicable; provided that such percentage shall increase to and remain at one
and one-half percent (1.5%) for purposes of all calculations to the extent that
such calculations apply to time periods after the sixtieth (60th) day after the
Filing Deadline, the Uncovered Filing Deadline, the Registration Deadline or the
Uncovered Registration Deadline, as applicable), multiplied by (iii) the sum of
(x) the quotient calculated by dividing (A) the number of days after the Filing
Deadline or Uncovered Share Filing Deadline, as applicable, and prior to the
date the Registration Statement or Uncovered Share Amendment or Uncovered Share
Registration Statement, as applicable, in each case as required to be filed
pursuant to Section 2(a), is filed with the SEC by (B) thirty, plus (y) the
quotient calculated by dividing (A) the number of days after the Registration
Deadline or Uncovered Share Registration Deadline, as applicable, and prior to
the date the Registration Statement or Uncovered Share Amendment or Uncovered
Share Registration Statement, as applicable, in each case as filed pursuant to
Section 2(a), is declared effective by the SEC by (B) thirty, plus (z) the
quotient calculated by dividing (A) the sum of the number of additional days
that (I) sales of any Registrable Securities required to be included in a
Registration Statement (except, in the case of the Initial Registration
Statement, for any Uncovered Shares which are the subject of an SEC
Determination) cannot be made pursuant to a Registration Statement after such
Registration Statement has been declared effective, or (II) the Common Stock is
not listed or included for quotation on the Nasdaq Markets, the NYSE or AMEX by
(B) thirty. For example, if the Initial Registration Statement becomes effective
thirty (30) days after the Registration Deadline, the Company would pay $10,000
for each $1,000,000 of Aggregate Purchase Price; thereafter, for the next period
of thirty (30) days that sales cannot be made pursuant to the Initial
Registration Statement (except as to Uncovered Shares which are the subject of
an SEC Determination), the Company would pay an additional $10,000 for each
$1,000,000 of Aggregate Purchase Price and for each additional period of thirty
(30) days that sales cannot be made pursuant to the Initial Registration
Statement (except as to Uncovered Shares which are subject to an SEC
Determination), the Company would pay $15,000 for each $1,000,000 of Aggregate
Purchase Price. Such amounts shall be paid in cash or, at each Investor's
option, in shares of Common Stock which shall be deemed for this purpose to have
a value equal to the Market Price (as defined in the Securities Purchase
Agreement) as of the date such payment is due. Any



                                      -4-
   5

shares of Common Stock issued pursuant to this Section 2(c) shall be Registrable
Securities. If the Investor desires to be paid the amounts due hereunder in
Common Stock, it shall so notify the Company in writing within four (4) business
days of the date on which such amounts are first payable in cash. Payments of
cash pursuant hereto shall be made within five (5) days after the end of each
period that gives rise to such obligation, provided that, if any such period
extends for more than thirty (30) days, interim payments shall be made for each
such thirty (30) day period. Delivery of shares of Common Stock pursuant to this
Section 2(c) shall be made within two (2) business days after the Investor's
delivery of a written notice to the Company requesting payment in Common Stock.
If such payment is not made within such five (5) day period the Investor
thereafter shall be entitled to interest on the unpaid amount at a rate equal of
two percent (2%) per month until such amount is paid in full to the Investor. If
the Company is unable to pay all amounts due and payable with respect to the
penalties, the Company will pay the Investors such amounts pro rata based upon
the total amounts payable to each Investor as a percentage of the total amounts
payable to all Investors.

          d.   Eligibility for Form S-3. The Company represents and warrants
that it is eligible to register the resale of Registrable Securities on a
registration statement on Form S-3 under the Securities Act, and that it knows
of no facts or circumstances (including without limitation any required
approvals or waivers or any circumstances that may delay or prevent the
obtaining of accountant's consents) that would prohibit or delay the preparation
and filing of a registration statement on Form S-3 with respect to the
Registrable Securities. The Company shall file all reports required to be filed
by the Company with the SEC in a timely manner so as to maintain or, if
applicable, regain its eligibility for the use of Form S-3.

     3.   OBLIGATIONS OF THE COMPANY.

          In connection with the registration of the Registrable Securities, the
Company shall have the following obligations:

          a.   The Company shall prepare and file with the SEC, on or before the
Filing Deadline or the Uncovered Share Filing Deadline, as applicable, the
applicable Registration Statement required by Section 2(a) and shall use its
best efforts to cause such Registration Statement to become effective as soon as
practicable after such filing (but in no event later than the Registration
Deadline or the Uncovered Share Registration Deadline, as applicable). The
Company shall keep such Registration Statement effective pursuant to Rule 415 at
all times until the date on which all of the outstanding Registrable Securities
may (in the reasonable opinion of counsel experienced in securities matters
representing at least a majority of the Initial Investors and, if none, to
counsel to the Company) be immediately sold to the public without registration
or restriction pursuant to Rule 144(k) under the Securities Act (the
"REGISTRATION PERIOD"). In the event that the sale of Registrable Securities by
one or more Investors is determined by the SEC to constitute a primary offering,
upon the written request from time to time of any such Investor, the Company
shall as promptly as practicable: cause a Registration Statement to be amended
and/or one or more additional Registration Statements (which may be requested on
a sequential basis) to be filed (as specified by the applicable Investors) and
to be declared effective; and take all other actions reasonably requested by



                                      -5-
   6

such Investors to effectuate the offering of Registrable Securities. If the
Initial Registration Statement is not filed on Form S-3, the Company shall, as
soon as it is eligible to do so, file a post-effective amendment on Form S-3 to
the Initial Registration Statement to the extent permitted by the SEC or, if not
so permitted, file a post-effective amendment on an appropriate form or a new
Registration Statement on Form S-3 to permit sales of the Registrable Securities
under the Securities Act; and the Company shall use its best efforts to cause
such post-effective amendment or Registration Statement to become effective as
soon as possible. Each Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein and all documents
incorporated by reference therein) filed pursuant to this Agreement (i) shall
comply in all material respects with the requirements of the Securities Act and
the rules and regulations of the SEC promulgated thereunder and (ii) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading. The
financial statements of the Company included in the Registration Statement or
incorporated by reference therein will comply as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC applicable with respect thereto. Such financial
statements shall be prepared in accordance with U.S. generally accepted
accounting principles, consistently applied, during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may not include footnotes or may be condensed or summary statements) and shall
fairly present in all material respects the consolidated financial position of
the Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to immaterial year-end
adjustments).

          b.   The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with the Registration Statement
as may be necessary to keep the Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement
until such time as all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in the Registration Statement. Notwithstanding the
foregoing, the Company's obligations hereunder to file a Registration Statement
and to keep a registration statement continuously in effect under the Securities
Act shall be suspended without penalty as provided in Section 2 (c) of this
Agreement if the fulfillment of such obligations would require the Company to
make a disclosure that would, in the reasonable judgment of the Company's Board
of Directors, have a Material Adverse Effect (as such term is defined in the
Securities Purchase Agreement) on the Company or a material adverse effect on
the future prospects of the Company or its stockholders; provided, that the
Registration Statement shall be suspended for a total of no more than forty-five
45 days during any twelve (12) month period.

          c.   The Company shall furnish to each Investor whose Registrable
Securities are included in the Registration Statement and legal counsel, if any,
representing Investors holding at least a


                                      -6-
   7

majority of the Registrable Securities (i) promptly after the same is prepared
and publicly distributed, filed with the SEC, or received by the Company, one
copy of the Registration Statement and any amendment thereto, each prospectus
and each amendment or supplement thereto (ii) on the date of effectiveness of
the Registration Statement or any amendment thereto, a notice stating that the
Registration Statement or amendment has been declared effective, and (iii) such
number of copies of a prospectus and all amendments and supplements thereto and
such other documents as such Investor may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such Investor.
In responding to comments from the staff of the SEC, the Company shall cooperate
with any Investor that notifies the Company that it desires to be consulted with
respect to such process. To the extent that issues raised by the staff of the
SEC have an impact primarily on any such Investor rather than the Company, the
Company shall give reasonable deference to such Investor's requests with respect
to the process and substance of responses with respect to such issues.

          d.   The Company shall use commercially reasonable efforts to (i)
register and qualify the Registrable Securities covered by the Registration
Statement under such other securities or "blue sky" laws of such jurisdictions
in the United States as each Investor who holds Registrable Securities being
offered reasonably requests, (ii) prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (b) subject itself to general taxation in any such
jurisdiction, (c) file a general consent to service of process in any such
jurisdiction, (d) provide any undertakings that cause the Company undue expense
or burden, or (e) make any change in its articles of incorporation or bylaws,
which in each case the Board of Directors of the Company determines to be
contrary to the best interests of the Company and its stockholders.

          e.   In the event the Investors who hold a majority in interest of the
Registrable Securities being offered in an offering select underwriters for the
offering, the Company shall enter into and perform its obligations under an
underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
underwriters of such offering.

          f.   As promptly as practicable after becoming aware of such event,
the Company shall notify each Investor by telephone, facsimile or e-mail of the
happening of any event, of which the Company has knowledge, as a result of which
the prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and use its best efforts promptly to prepare a supplement or
amendment to the Registration Statement to correct such untrue statement or



                                      -7-
   8

omission and deliver such number of copies of such supplement or amendment to
each Investor as such Investor may reasonably request.

          g.   The Company shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
and, if such an order is issued, to obtain the withdrawal of such order at the
earliest practicable date (including in each case by amending or supplementing
such Registration Statement) and to notify each Investor who holds Registrable
Securities being sold (or, in the event of an underwritten offering, the
managing underwriters) of the issuance of such order and the resolution thereof
(and if such Registration Statement is supplemented or amended, deliver such
number of copies of such supplement or amendment to each Investor as such
Investor may reasonably request).

          h.   The Company shall permit a single firm of counsel designated by
the Initial Investors to review the Registration Statement and all amendments
and supplements thereto a reasonable period of time prior to their filing with
the SEC.

          i.   At the request of the Initial Investors whose Registrable
Securities are included in a Registration Statement, the Company shall furnish,
on the date of effectiveness of the Registration Statement (i) an opinion, dated
as of such date, from counsel representing the Company addressed to the
Investors to the effect that the Registration Statement and related prospectus
comply as to form in all material respects with the requirements of the
Securities Act and the applicable rules and regulations thereunder (except that
no opinion need be expressed with respect to the financial statements, including
the notes and schedules thereto, or any other financial, statistical or
accounting information, or information relating to the Investors or any
underwriters or the method of distribution of the Registrable Securities by the
Investors and any underwriters included therein), and (ii) a letter (the "Cold
Comfort Letter"), dated as of such date, from the Company's independent
certified public accountants (the "Auditors") in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the Initial Investors and the
underwriters, if any, provided, however, that such Investors requesting the Cold
Comfort Letter shall, as a condition precedent to receiving the Cold Comfort
Letter, furnish the Auditors with such information as the Auditors may
reasonably request in order to render the Cold Comfort Letter, including without
limitation an opinion of counsel to the Investors reasonably acceptable to the
Auditors to the effect that such Investors have a due diligence defense under
Section 11 of the Securities Act.

          j.   The Company shall make available for inspection by (i) any
Investor whose Registrable Securities are included in a Registration Statement,
(ii) any underwriter participating in any disposition pursuant to a Registration
Statement, (iii) one firm of attorneys and one firm of accountants or other
agents retained by the Investors, and (iv) one firm of attorneys retained by all
such underwriters (collectively, the "INSPECTORS") all pertinent financial and
other records, and pertinent corporate documents and properties of the Company
(collectively, the "RECORDS"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and cause the


                                      -8-
   9

Company's officers, directors and employees to supply all information which any
Inspector may reasonably request for purposes of such due diligence.

          k.   The Company shall hold in confidence and not make any disclosure
of information concerning an Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other order
from a court or governmental body of competent jurisdiction, (iv) such
information has been made generally available to the public other than by
disclosure in violation of this or any other agreement, or (v) such Investor
consents to the form and content of any such disclosure. The Company agrees that
it shall, upon learning that disclosure of such information concerning an
Investor is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to such Investor prior
to making such disclosure, and allow the Investor, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.

          l.   The Company shall use reasonable efforts to promptly either (i)
secure the designation and quotation, of all the Registrable Securities covered
by the Registration Statement on The Nasdaq Small Cap Market, or (ii) cause all
the Registrable Securities covered by the Registration Statement to be listed on
the NYSE or the AMEX or another national securities exchange and on each
additional national securities exchange on which securities of the same class or
series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange.

          m.   The Company shall provide a transfer agent and registrar, which
may be a single entity, for the Registrable Securities not later than the
effective date of the Registration Statement.

          n.   The Company shall cooperate with the Investors who hold
Registrable Securities being offered and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to the Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the
managing underwriter or underwriters, if any, or the Investors may reasonably
request and registered in such names as the managing underwriter or
underwriters, if any, or the Investors may request, and, within three (3)
business days after a Registration Statement which includes Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel selected by the Company to deliver, to the transfer agent
for the Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) an opinion of such
counsel in a form customary for such transactions.

          o.   At the request of an Initial Investor or Investors who holds a
majority-in-interest of the Registrable Securities, the Company shall prepare
and file with the SEC such amendments (including post-effective amendments) and
supplements to a Registration Statement and the prospectus used in



                                      -9-
   10

connection with the Registration Statement as may be reasonably necessary in
order to change the plan of distribution set forth in such Registration
Statement.

          p.   The Company shall comply with applicable federal and state
securities laws and regulations related to a Registration Statement and offering
and sale of securities.

          q.   The Company shall take all such other actions as any Investor or
the underwriters, if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Securities.

     4.   OBLIGATIONS OF THE INVESTORS.

     In connection with the registration of the Registrable Securities, the
Investors shall have the following obligations:

          a.   It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities of a particular Investor that such Investor shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request. At least five (5)
business days prior to the first anticipated filing date of the Initial
Registration Statement and at least three (3) business days prior to the
anticipated filing date of any Uncovered Shares Registration Statement or other
registration statement, the Company shall notify each Investor to be included in
such registration statement of any information the Company requires from each
such Investor.

          b.   Each Investor, by such Investor's acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such Investor's election to exclude all of such Investor's Registrable
Securities from the Registration Statement.

          c.   In the event Investors holding a majority in interest of the
Registrable Securities being offered determine to engage the services of an
underwriter, each Investor agrees to enter into and perform such Investor's
obligations under an underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification and contribution
obligations, with the underwriter(s) of such offering and the Company and take
such other actions as are reasonably required in order to expedite or facilitate
the disposition of the Registrable Securities, unless such Investor has notified
the Company in writing of such Investor's election not to participate in such
underwritten distribution.

          d.   No Investor may participate in any underwritten distribution
hereunder unless such Investor (i) agrees to sell such Investor's Registrable
Securities on the basis provided in any underwriting



                                      -10-
   11

arrangements in usual and customary form entered into by the Company, (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay its pro rata share of
all underwriting discounts and commissions and any expenses in excess of those
payable by the Company pursuant to Section 5 below. Notwithstanding anything in
this Section 4(d) to the contrary, this Section 4(d) is not intended to limit an
Investor's rights under Section 2(a) or 3(b) hereof.

     5.   EXPENSES OF REGISTRATION.

     All reasonable expenses incurred by the Company or the Investors in
connection with registrations, filings or qualifications pursuant to Sections 2
and 3 above (excluding brokers' fees, underwriting discounts and commissions,
and similar selling expenses), including, without limitation, all registration,
listing and qualifications fees, printers and accounting fees and the fees and
disbursements of counsel for the Company, shall be borne by the Company. In
addition, the Company shall pay all of the Investors' costs and expenses
(including reasonable legal fees) incurred in connection with the enforcement of
the rights of the Investors hereunder.

     6.   INDEMNIFICATION.

     In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

          a.   To the extent permitted by law, the Company will indemnify, hold
harmless and defend (i) each Investor who holds such Registrable Securities, and
(ii) the directors, officers, partners, members, employees and agents of such
Investor and each person who controls any Investor within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, if any (each, an
"INDEMNIFIED PERSON"), against any joint or several losses, claims, damages,
liabilities or expenses (collectively, together with actions, proceedings or
inquiries by any regulatory or self-regulatory organization, whether commenced
or threatened, in respect thereof, "CLAIMS") to which any of them may become
subject insofar as such Claims arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a Registration
Statement or the omission or alleged omission to state therein a material fact
required to be stated or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities (the matters in the
foregoing clauses (i) through (iii) being, collectively, "VIOLATIONS"). Subject
to the restrictions set forth in Section 6(c) with respect to the number of
legal counsel, the Company shall



                                      -11-
   12

reimburse the Investors and each other Indemnified Person, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall
not apply to a Claim arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by such Indemnified Person expressly for use in the Registration
Statement or any such amendment thereof or supplement thereto; (ii) shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld; and (iii) with respect to any prospectus, shall not inure
to the benefit of any Indemnified Person if the untrue statement or omission of
material fact contained in such prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented, if such corrected prospectus
was timely made available by the Company pursuant to Section 3(c) hereof, and
the Indemnified Person was promptly advised in writing not to use the incorrect
prospectus prior to the use giving rise to a Violation and such Indemnified
Person, notwithstanding such advice, used it. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.

          b.   In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees severally and not jointly
to indemnify, hold harmless and defend, to the same extent and in the same
manner set forth in Section 6(a), the Company, each of its directors, each of
its officers who signs the Registration Statement, its employees, agents and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, and any other
stockholder selling securities pursuant to the Registration Statement or any of
its directors or officers or any person who controls such stockholder or
underwriter within the meaning of the Securities Act or the Exchange Act
(collectively and together with an Indemnified Person, an "INDEMNIFIED PARTY"),
against any Claim to which any of them may become subject, under the Securities
Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by such Investor expressly for use in
connection with such Registration Statement; and subject to Section 6(c) such
Investor will reimburse any legal or other expenses (promptly as such expenses
are incurred and are due and payable) reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the
indemnity agreement contained in this Section 6(b) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of such Investor; provided, further, however, that the Investor
shall be liable under this Agreement (including this Section 6(b) and Section 7)
for only that amount as does not exceed the net proceeds actually received by
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investors
pursuant to Section 9. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(b) with
respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or



                                      -12-
   13

omission of material fact by the Investor contained in the preliminary
prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented, and the Indemnified Party failed to utilize such corrected
prospectus.

          c.   Promptly after receipt by an Indemnified Person or Indemnified
Party under this Section 6 of notice of the commencement of any action
(including any governmental action), such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to made against any indemnifying
party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to
assume control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that such indemnifying party shall not be
entitled to assume such defense and an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the reasonable fees and
expenses to be paid by the indemnifying party, if, in the reasonable opinion of
counsel retained by the indemnifying party, the representation by such counsel
of the Indemnified Person or Indemnified Party and the indemnifying party would
be inappropriate due to actual or potential conflicts of interest between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding or the actual or potential defendants in, or targets
of, any such action include both the Indemnified Person or the Indemnified Party
and the indemnifying party and any such Indemnified Person or Indemnified Party
reasonably determines that there may be legal defenses available to such
Indemnified Person or Indemnified Party which are in conflict with those
available to such indemnifying party. The indemnifying party shall pay for only
one separate legal counsel for the Indemnified Persons or the Indemnified
Parties, as applicable, and such legal counsel shall be selected by Investors
holding a majority-in-interest of the Registrable Securities included in the
Registration Statement to which the Claim relates (with the approval of the
Initial Investors if any of them holds Registrable Securities included in such
Registration Statement), if the Investors are entitled to indemnification
hereunder, or by the Company, if the Company is entitled to indemnification
hereunder, as applicable. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is actually prejudiced in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

     7.   CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that (i) no
contribution shall be made under circumstances where the maker would not have
been liable for indemnification under the fault standards set forth in Section
6, (ii) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution



                                      -13-
   14

from any seller of Registrable Securities who was not guilty of such fraudulent
misrepresentation, and (iii) contribution (together with any indemnification or
other obligations under this Agreement) by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

     8.   REPORTS UNDER THE EXCHANGE ACT.

     With a view to making available to the Investors the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or regulation of
the SEC that may at any time permit the Investors to sell securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:

          a.   file with the SEC in a timely manner and make and keep available
all reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such requirements
(it being understood that nothing herein shall limit the Company's obligations
under Section 5(c) of the Securities Purchase Agreement) and the filing and
availability of such reports and other documents as is required for the
applicable provisions of Rule 144; and

          b.   furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without
registration.

     9.   ASSIGNMENT OF REGISTRATION RIGHTS.

     The rights of the Investors hereunder, including the right to have the
Company register Registrable Securities pursuant to this Agreement, shall be
assignable by each Investor to any permitted transferee of the Registrable
Securities (i) in the case of an assignment of all Registrable Securities held
by such Investor without the consent of the Company and (ii) in the case of an
assignment of less than all Registrable Securities held by such Investor with
the consent of the Company (which consent shall not be unreasonably withheld),
if: (a) the Investor agrees in writing with the transferee or assignee to assign
such rights, and a copy of such agreement is furnished to the Company after such
assignment, (b) the Company is furnished with written notice of (x) the name and
address of such transferee or assignee and (y) the securities with respect to
which such registration rights are being transferred or assigned, (c) following
such transfer or assignment, the further disposition of such securities by the
transferee or assignee is restricted under the Securities Act and applicable
state securities laws, (d) the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein and applicable
provisions of the Securities Purchase Agreement relating to the transfer of any
Securities, and (e) such transfer shall have been made in accordance with the
applicable requirements of the Securities Purchase Agreement. In addition, and
notwithstanding anything to the contrary contained in this Agreement, the
Securities Purchase Agreement or


                                      -14-
   15

the Warrants, the Securities (as defined in the Securities Purchase Agreement)
may be pledged, and all rights of the Investors under this Agreement or any
other agreement or document related to the transaction contemplated hereby may
be assigned, without further consent of the Company, to a bona fide pledgee in
connection with an Investor's margin or brokerage accounts.

     10.  AMENDMENT OF REGISTRATION RIGHTS.

     Provisions of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), and Investors (excluding Investors who are affiliates of the
Company) who hold a majority in interest of the Registrable Securities
(excluding Registrable Securities held by affiliates of the Company) or, in the
case of a waiver, with the written consent of the party charged with the
enforcement of any such provision. Any amendment or waiver effected in
accordance with this Section 10 shall be binding upon each Investor and the
Company.

     11.  MISCELLANEOUS.

          a.   A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.

          b.   Any notices required or permitted to be given under the terms of
this Agreement shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier or by confirmed telecopy, and
shall be effective five (5) days after being placed in the mail, if mailed, or
upon receipt or refusal of receipt, if delivered personally or by courier
confirmed telecopy or e-mail, in each case addressed to a party. The addresses
for such communications shall be:

          If to the Company:

               Mustang Software, Inc.
               6200 Lake Ming Road
               Bakersfield CA 93306

               Telephone No.:   (661) 873-2580
               Facsimile No.:   (661) 873-2474
               Attention:       Donald M Leonard, Vice President Finance and
                                Chief Financial Officer
          with a copy to:

               Freshman, Marantz, Orlanski, Cooper & Klein



                                      -15-
   16

               9100 Wilshire Boulevard, Eighth Floor, East Tower
               Beverly Hills, CA 90212-3480

               Telephone No.:   (310) 273-9710
               Facsimile No.:   (310) 274-8357
               Attention:       Mark A. Klein, Esq.


If to an Investor, at such address as such Investor shall have provided in
writing to the Company or such other address as such Investor furnishes by
notice given in accordance with this Section 11(b), with a copy to:

               First Security Van Kasper
               600 California Street, Suite 1700
               San Francisco, CA 94108
               Telephone No.: (415) 675-2490
               Facsimile No.: (415) 954-8309
               Attention:     Ronald F. Richards
                              Senior Vice President

     Each party hereto may from time to time change its address or facsimile
number for notices under this Section 11(b) by giving at least ten (10) days'
prior written notice of such changed address or facsimile number, in the case of
the Investors to the Company, and in the case of the Company to all of the
Investors.

          c.   Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

          d.   This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to contracts made and to be
performed in the State of Delaware. The Company irrevocably consents to the
jurisdiction of the United States federal courts and state courts located in the
State of California in any suit or proceeding based on or arising under this
Agreement and irrevocably agrees that all claims in respect of such suit or
proceeding may be determined in such courts. The Company irrevocably waives the
defense of an inconvenient forum to the maintenance of such suit or proceeding.
The Company further agrees that service of process upon the Company mailed by
first class mail to the address set forth in Section 11(b) shall be deemed in
every respect effective service of process upon the Company in any such suit or
proceeding. Nothing herein shall affect an Investor's right to serve process in
any other manner permitted by law. The Company agrees that a final
non-appealable judgment in any such suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on such judgment or in any other
lawful manner.

          e.   This Agreement, the Securities Purchase Agreement and the
Warrants (including all


                                      -16-
   17
schedules and exhibits thereto) constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the Securities Purchase
Agreement and the Warrants supersede all prior agreements and understandings
among the parties hereto and thereto with respect to the subject matter hereof
and thereof.

          f.   Subject to the requirements of Section 9 hereof, this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto.

          g.   The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

          h.   This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

          i.   Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

          j.   All consents, approvals and other determinations to be made by
the Investors pursuant to this Agreement shall be made by the Investors holding
at least a majority of the Registrable Securities (determined as if all Warrants
then outstanding had been exercised by the payment of cash) then held by all
Investors.

          k.   The initial number of Registrable Securities included on any
Registration Statement and each increase to the number of Registrable Securities
included thereon shall be registered on behalf of each Investor pro rata based
on the number of Registrable Securities held by each Investor at the time of
such establishment or increase, as the case may be. In the event an Investor
shall sell or otherwise transfer any of such holder's Registrable Securities,
each transferee shall be deemed to have registered on its behalf a pro rata
portion of the number of Registrable Securities included on a Registration
Statement for such transferor. Any shares of Common Stock included on a
Registration Statement on behalf of any person or entity which does not hold any
Registrable Securities shall be deemed registered on behalf of the remaining
Investors, pro rata based on the number of shares of Registrable Securities then
held by such Investors. For the avoidance of doubt, (A) the number of
Registrable Securities held by an Investor shall be determined as if all
Warrants then outstanding and held by an Investor were exercised by the payment
of cash and (B) no provision of this subsection shall operate to reduce the
number of Registrable Securities registered on behalf of any Investor pursuant
to the first sentence of this subsection.

                                      -17-
   18

          l.   For purposes of this Agreement, the term "business day" means any
day other than a Saturday or Sunday or a day on which banking institutions in
the State of New York are authorized or obligated by law, regulation or
executive order to close.

          m.   Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company, the
holders of Registrable Securities and permitted assigns of Registrable
Securities any legal or equitable right, remedy or claim under this Agreement,
but this Agreement shall be for the sole and exclusive benefit of the Company,
the holder and the permitted assigns of this Agreement.

          n.   Aggregation of Registrable Securities. All of the Registrable
Securities held or acquired by affiliated entities or persons shall be
aggregated together for the purpose of determining the availability of rights
under this Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                      -18-
   19

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.


By:      /s/ James A. Harrer
   ------------------------------------
Name:        James A. Harrer
     ----------------------------------
Its:         President
    -----------------------------------

By:      /s/ Donald M. Leonard
   ------------------------------------
Name:        Donald M. Leonard
     ----------------------------------
Title:       Chief Financial Officer
      ---------------------------------



INITIAL INVESTORS:

[Name of Purchasers]

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


   20

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.


By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------




INITIAL INVESTORS:

[Name of Purchasers] Special Situations Fund, III L.P.

By: /s/ David Greenhouse
   ------------------------------------
Name: David Greenhouse
     ----------------------------------
Title:  Managing Director
      ---------------------------------

   21



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


INITIAL INVESTORS:

[Name of Purchasers] Special Situations Cayman Fund, III L.P.


By: /s/ David Greenhouse
   ------------------------------------
Name: David Greenhouse
     ----------------------------------
Title:  Managing Director
      ---------------------------------

   22



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.

By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


INITIAL INVESTORS:

[Name of Purchasers] Special Situations Private Equity Fund, III L.P.


By: /s/ David Greenhouse
   ------------------------------------
Name: David Greenhouse
     ----------------------------------
Title:  Managing Director
      ---------------------------------


   23



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.


By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


INITIAL INVESTORS:

[Name of Purchasers] Special Situations Technology Fund, III L.P.

By: /s/ David Greenhouse
   ------------------------------------
Name: David Greenhouse
     ----------------------------------
Title:  Managing Director
      ---------------------------------


   24


         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.


By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


INITIAL INVESTORS:

[Name of Purchasers]  Core Technology Fund Inc.

By: /s/ Seymour L. Goldblatt
   -----------------------------------------------
Name:   Seymour L. Goldblatt
     ---------------------------------------------
Title: Managing Director for Core Technology Fund
      --------------------------------------------

   25



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.


By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


INITIAL INVESTORS:

[Name of Purchasers] Executive Technology L.P.

By: /s/ Seymour L. Goldblatt
   -----------------------------------------------
Name:   Seymour L. Goldblatt
     ---------------------------------------------
Title: President of S Squared Technology which is
       the General Partner of Executive Technology
      --------------------------------------------

   26



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:

[Name of Purchasers] Matrix Technology Group NV


By: /s/ Seymour L. Goldblatt
   ------------------------------------
Name:   Seymour L. Goldblatt
     ----------------------------------
Title: Managing Director
      ---------------------------------


   27



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:

[Name of Purchasers] Sci-Tech Investment Partners LP



By: /s/ Seymour L. Goldblatt
   ------------------------------------
Name:   Seymour L. Goldblatt
     ----------------------------------
Title: President of S Squared Technology which
       is the General Partner of Sci-Tech
      ----------------------------------------


   28



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:

[Name of Purchasers] SG Partners LP

By: /s/ Seymour L. Goldblatt
   ------------------------------------
Name:   Seymour L. Goldblatt
     ----------------------------------
Title: President of S Squared Technology which is
       the General Partner of SG Partners LP
      --------------------------------------------

   29



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:

[Name of Purchasers] Yale University


By: /s/ Seymour L. Goldblatt
   ------------------------------------
Name:   Seymour L. Goldblatt
     ----------------------------------
Title: President of S Squared Technology which is
       Investment Advisor for Yale University
      -------------------------------------------

   30



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:

[Name of Purchasers] Yale University Retirement Plan for Staff Employees


By: /s/ Seymour L. Goldblatt
   ------------------------------------
Name:   Seymour L. Goldblatt
     ----------------------------------
Title: President of S Squared Technology which is
       Investment Advisor for Yale University
      -------------------------------------------


   31



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:

[Name of Purchasers] C. S. L. Associates, L. P.

By: /s/ Charles S. Lipson
   -------------------------------------
Name: Charles S. Lipson
     -----------------------------------
Title: General Partner
      ----------------------------------

   32



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:

[Name of Purchasers]

Edward O. Thorp

By: /s/ Edward O. Thorp
   ------------------------------------
Name: Edward O. Thorp
     ----------------------------------
Title:
      ---------------------------------


   33



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


MUSTANG SOFTWARE, INC.



By:
   ------------------------------------
Name:
     ----------------------------------
Its:
    -----------------------------------


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

INITIAL INVESTORS:
Schottenfeld Associates LP
[Name of Purchasers]

By: /s/ Richard Schottenfeld
   ------------------------------------
Name: Richard Schottenfeld
     ----------------------------------
Title:   President of the General Partner
      ------------------------------------

EX-4.4

   1
                                                                     EXHIBIT 4.4
NO. FSVK __




         VOID AFTER 5:00 P.M., CALIFORNIA TIME,
         ON OCTOBER 10, 2004


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
         STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY
         NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
         STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS
         OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


Date: October 14, 1999

                             MUSTANG SOFTWARE, INC.
                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, ____________________., or its
registered assigns, is entitled to purchase from MUSTANG SOFTWARE, INC., a
corporation organized under the laws of the State of California (the "COMPANY"),
at any time or from time to time during the period specified in Section 2
hereof, __________ fully paid and nonassessable shares of the Company's common
stock, no par value (the "COMMON STOCK"), at an exercise price per share (the
"EXERCISE PRICE") of $8.775, equal to 120% of the Market Price on October 11,
1999, the date of the Securities Purchase Agreement, by and among the Company
and the other signatories thereto (the "SECURITIES PURCHASE AGREEMENT"). The
number of shares of Common Stock purchasable hereunder (the "WARRANT SHARES")
and the Exercise Price are subject to adjustment as provided in Section 5
hereof. The term "WARRANTS" means this Warrant and the other Warrants of the
Company issued pursuant to that certain Securities Purchase Agreement.

   2

         This Warrant is subject to the following terms, provisions and
conditions:

         1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained in Section 8 hereof, this Warrant may be exercised at any time during
the Exercise Period (as defined below) by the holder hereof, in whole or in
part, by the surrender of this Warrant, together with a completed exercise
agreement in the form attached hereto (the "EXERCISE AGREEMENT"), to the Company
by 5 p.m. California time on any Business Day at the Company's principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof) and upon payment to the Company in
cash, by certified or official bank check or by wire transfer for the account of
the Company, of the applicable Exercise Price for the Warrant Shares specified
in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be
issued to the holder hereof or such holder's designee, as the record owner of
such shares, as of the close of business on the date on which this Warrant shall
have been surrendered and the completed Exercise Agreement shall have been
delivered and payment shall have been made for such shares as set forth above
or, if such day is not a Business Day, on the next succeeding Business Day. The
Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the holder hereof
within a reasonable time, not exceeding three Business Days, after this Warrant
shall have been so exercised (the "DELIVERY PERIOD"). If the Company's transfer
agent is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer program, and so long as the certificates therefor do not
bear a legend and the holder is not obligated to return such certificate for the
placement of a legend thereon, the Company shall cause its transfer agent to
electronically transmit the Warrant Shares so purchased to the holder by
crediting the account of the holder or its nominee with DTC through its Deposit
Withdrawal Agent Commission system ("DTC TRANSFER"). If the aforementioned
conditions to a DTC Transfer are not satisfied, the Company shall deliver to the
holder physical certificates representing the Warrant Shares so purchased.
Further, the holder may instruct the Company to deliver to the holder physical
certificates representing the Warrant Shares so purchased in lieu of delivering
such shares by way of DTC Transfer. Any certificates so delivered shall be in
such denominations as may be requested by the holder hereof, shall be registered
in the name of such holder or such other name as shall be designated by such
holder and, following the date on which the Warrant Shares may be sold by the
holder pursuant to Rule 144(k) promulgated under the Securities Act (or a
successor rule), shall not bear any restrictive legend. Upon a sale of any
Warrant Shares pursuant to an effective registration statement, any restrictive
legend on the certificates representing such Warrant Shares shall be removed. If
this Warrant shall have been exercised only in part, then, unless this Warrant
has expired, the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the holder a new Warrant representing the number of
shares with respect to which this Warrant shall not then have been exercised.


                                       2
   3

         2. Period of Exercise. Except as set forth in Section 3 below, this
Warrant may be exercised at any time or from time to time (an "EXERCISE DATE")
during the period (the "EXERCISE PERIOD") beginning on (a) the date hereof and
ending (b) at 5:00 p.m., California time, on the fifth annual anniversary of the
date of original issuance hereof.

         3. Mandatory Exercise. On any Notification Date (as defined below), the
Company may request that the holder hereof exercise this Warrant in whole but
not in part (the "MANDATORY EXERCISE") within twenty (20) Business Days after
the date of the Mandatory Exercise Notice (as defined below) by delivering a
written notice to the holder at such address as such holder shall have provided
to the Company in writing pursuant to Section 10 hereof (the "MANDATORY EXERCISE
NOTICE"). The Mandatory Exercise Notice shall set forth the Exercise Price and
the Closing Price of a share of Common Stock on each of the ten (10) consecutive
Trading Days immediately preceding the date of the Mandatory Exercise Notice and
shall state that this Warrant be exercised in conformity with this Section 3
within twenty (20) Business Days. Within ten (10) calendar days of receipt of a
Mandatory Exercise Notice, the holder shall deliver a written notice to the
Company (the "PARTICIPATION NOTICE"), stating whether or not the holder agrees
to participate in such Mandatory Exercise. If the holder states in its
Participation Notice that it elects not to participate in the Mandatory Exercise
, or if the holder fails to deliver a Participation Notice within the time
period specified in this Section 3, then (i) the holder shall forfeit such
holder's rights, title and interest under this Warrant, (ii) this Warrant shall
be deemed terminated, (iii) the holder shall deliver to the Company within two
(2) Business Days of the date of such holder's Participation Notice this Warrant
marked "cancelled," and (iv) irrespective of such delivery as provided in clause
(iii) of this sentence, the Company may treat this Warrant as void for all
purposes. If the holder states in its Participation Notice that it elects to
participate in the Mandatory Exercise, then this Warrant shall be deemed to be
exercised without any further action on the part of the holder hereof pursuant
to this Section 3 for all of the Warrant Shares that can be obtained pursuant to
such exercise on the twentieth (20th) Business Day after the Mandatory Exercise
Notice (the "AUTOMATIC MANDATORY EXERCISE DATE"), unless prior to noon
California time on the Automatic Mandatory Exercise Date, the holder shall have
exercised this Warrant in whole, but not in part, in the manner set forth in
Section 1 hereof. If the holder fails to exercise this Warrant as aforesaid by
noon California time on the Automatic Mandatory Exercise Date, then (i) the
holder shall forfeit such holder's rights, title and interest under this
Warrant, (ii) this Warrant shall be deemed terminated and (iii) the holder shall
deliver to the Company within two (2) Business Days of the date of such holder's
Participation Notice this Warrant marked "cancelled," and (iv) irrespective of
such delivery as provided in clause (iii) of this sentence, the Company may
treat this Warrant as void for all purposes. Notwithstanding the foregoing, no
Mandatory Exercise may occur unless: (a) at all times from the Notification Date
through the Automatic Mandatory Exercise Date a Registration Statement covering
all Registrable Securities (as those terms are defined in the Registration
Rights Agreement): (i) is effective, (ii) does not require any amendment or
supplement which has not been declared effective or filed, as the case may be,
in accordance with application requirements of the Securities Act and (iii)

                                       3
   4

discloses directly or through incorporation by reference all material facts
relating to Company and the Registrable Securities, (b) the Company has no
reason to believe on or prior to the Automatic Mandatory Exercise Date that,
during the period beginning on the Notification Date and ending ninety (30) days
after the Automatic Mandatory Exercise Date (the "INITIAL SELLING PERIOD"),
there will be any need to suspend sales pursuant to the Registration Statement
as a result of the need to amend the Registration Statement or otherwise; (c)
the Company covenants not to take any action during the Initial Selling Period
that is reasonably likely to result in the suspension of sales during the
Initial Selling Period; and (d) the Mandatory Exercise Notice contains a
certification from the Company's chief executive officer and chief financial
officer as to the matters set forth in the immediately preceding subclause (a)
(as of the Notification Date; provided that the Company shall immediately notify
the holder if such certification is no longer true at any time on or prior to
the Automatic Mandatory Exercise Date) and subclause (b); and (ii) the covenant
of the Company set forth in the immediately preceding subclause (c). For
purposes of this Section 3, "NOTIFICATION Date" shall mean any Business Day
during the Exercise Period but after the Trigger Date (as defined below) which
Business Day is immediately preceded by ten (10) consecutive Trading Days on
each of which the Closing Price for the Common Stock was greater than 150% of
the Exercise Price; and "TRIGGER DATE" shall mean the date which is 18 months
after the date a registration statement covering the resale of the Warrant
Shares is declared effective by the Securities and Exchange Commission.

         4. Certain Agreements of the Company. The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully Paid. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid and nonassessable and free from all taxes, liens, claims and encumbrances
(other than those imposed through acts or omissions of the holder or prior
holders of this Warrant, if any).

                  (b) Reservation of Shares. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise in full of this Warrant (without giving effect
to the limitations on exercise set forth in Section 8(g) hereof).

                  (c) Listing. The Company shall secure the listing of the
shares of Common Stock issuable upon exercise of or otherwise pursuant to this
Warrant upon each national securities exchange or automated quotation system, if
any, upon which shares of Common Stock are then listed or become listed (subject
to official notice of issuance upon exercise of this Warrant) and shall
maintain, so long as any other shares of Common Stock shall be so listed, such
listing of all shares of Common Stock from time to time issuable upon the
exercise of or otherwise pursuant to this Warrant; and the Company shall so list
on each national securities exchange or automated quotation system, as the case
may be, and shall maintain such listing of, any other shares of capital stock of
the Company issuable upon the

                                       4
   5

exercise of or otherwise pursuant to this Warrant if and so long as any shares
of the same class shall be listed on such national securities exchange or
automated quotation system.

                  (d) Certain Actions Prohibited. The Company will not, by
amendment of its charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder, but will at all times in
good faith assist in the carrying out of all the provisions of this Warrant.
Without limiting the generality of the foregoing, the Company (i) will not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect, and (ii) will
take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns. This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all of the Company's assets.

                  (f) Blue Sky Laws. The Company shall use commercially
reasonable efforts, on or before the date of issuance of any Warrant Shares, to
take such actions as the Company shall reasonably determine are necessary to
qualify the Warrant Shares for, or obtain exemption for the Warrant Shares for,
sale to the holder of this Warrant upon the exercise hereof under applicable
securities or "blue sky" laws of the states of the United States, and shall
provide evidence of any such action so taken to the holder of this Warrant prior
to such date; provided, however, that the Company shall not be required to
qualify as a foreign corporation or file a general consent to service of process
in any such jurisdiction.

         5. Antidilution Provisions. During the Exercise Period, the Exercise
Price and the number of Warrant Shares issuable upon the exercise of the
Warrants, shall be subject to adjustment from time to time as provided in this
Section 5.

         In the event that any adjustment of the Exercise Price as required
herein results in a fraction of a cent, such Exercise Price shall be rounded up
or down to the nearest cent; provided that, in no event shall the Exercise Price
per share be reduced below $.01.

                  (a) Subdivision or Combination of Common Stock. If the
Company, at any time during the Exercise Period, subdivides (by any stock split,
stock dividend, recapitalization, reorganization, reclassification or otherwise)
its shares of Common Stock into a greater number of shares, then, after the date
of record for effecting such subdivision, the Exercise Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Company, at any time during the Exercise Period, combines (by reverse stock
split, recapitalization, reorganization,

                                       5
   6

reclassification or otherwise) its shares of Common Stock into a smaller number
of shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be
proportionately increased.

                  (b) Adjustment in Number of Shares. Upon each adjustment of
the Exercise Price pursuant to the provisions of this Section 5, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be increased
or decreased to equal the quotient obtained by dividing (i) the product of (A)
the Exercise Price in effect immediately prior to such adjustment, multiplied by
(B) the number of shares of Common Stock issuable upon exercise of this Warrant
immediately prior to such adjustment, by (ii) the adjusted Exercise Price .

                  (c) Consolidation, Merger or Sale. In case of any
consolidation of the Company with, or merger of the Company into, any other
entity, or in case of any sale or conveyance of all or substantially all of the
assets of the Company other than in connection with a plan of complete
liquidation of the Company at any time during the Exercise Period, then as a
condition of such consolidation, merger or sale or conveyance, adequate
provision will be made whereby the holder of this Warrant will have the right to
acquire and receive upon exercise of this Warrant in lieu of the shares of
Common Stock immediately theretofore acquirable upon the exercise of this
Warrant, such shares of stock, securities, cash or assets as may be issued or
payable with respect to or in exchange for the number of shares of Common Stock
immediately theretofore acquirable and receivable upon exercise of this Warrant
had such consolidation, merger or sale or conveyance not taken place. In any
such case, the Company will make appropriate provision to insure that the
provisions of this Section 5 will thereafter be applicable as nearly as may be
in relation to any shares of stock or securities thereafter deliverable upon the
exercise of this Warrant. The Company will not effect any consolidation, merger
or sale or conveyance unless prior to the consummation thereof, the successor
entity (if other than the Company) assumes by written instrument the obligations
under this Warrant and the obligations to deliver to the holder of this Warrant
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, the holder may be entitled to acquire. Notwithstanding the
foregoing, in the event of any consolidation of the Company with, or merger of
the Company into, any other entity, or the sale or conveyance of all or
substantially all of the assets of the Company for a consideration consisting
entirely of cash, at any time during the Exercise Period, the holder of the
Warrant shall, at its option, have the right to receive, in connection with such
transaction, cash consideration per Warrant Share equal to the difference
between the price per share paid in connection with any such consolidation,
merger or sale and the Exercise Price.

                  (d) Distribution of Assets. In case the Company shall declare
or make any distribution of its assets (other than cash) (or rights to acquire
its assets (other than cash)) to all holders of Common Stock as a partial
liquidating dividend, stock repurchase, by way of return of capital or otherwise
without payment therefor (including any dividend or distribution to the
Company's shareholders of shares (or rights to acquire shares) of capital stock
of a subsidiary) (a "DISTRIBUTION"),

                                       6
   7

at any time during the Exercise Period, then, upon exercise of this Warrant for
the purchase of any or all of the shares of Common Stock subject hereto, the
holder of this Warrant shall be entitled to receive its pro-rata amount of such
assets (or such rights) as would have been payable to the holder had such holder
been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution.

                  (e) (i) Issuance of Common Stock. If the Company issues
"Additional Shares of Common Stock" (as defined below) for a price less than the
then existing Exercise Price of these Warrants, then and in each such case the
then existing Exercise Price shall be reduced, as of the opening of business on
the date of such issuance or sale, to a price determined by multiplying the then
existing Exercise Price by a fraction (i) the numerator of which shall be (A)
the number of shares of Common Stock outstanding immediately prior to such issue
or sale plus (B) the number of shares of Common Stock which the aggregate
consideration received by the Company for the total number of additional shares
of Common Stock so issued would purchase at such then existing Exercise Price,
and (ii) the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issue or sale plus the total number of
additional shares of Common Stock so issued. For the purpose of the foregoing
calculation, the number of shares of Common Stock outstanding immediately prior
to such issue shall be calculated on a fully diluted basis, as if the Warrants
and all other outstanding options, warrants or other rights for the purchase of
Common Stock or convertible securities had been fully exercised immediately
prior to such issuance (and the resulting securities fully converted into shares
of Common Stock, if so convertible) as of such date.

                  (ii) Definition of Additional Shares of Common Stock.
"Additional Shares of Common Stock" means all shares of common stock issued by
the Company after October 11, 1999 (including shares of Common Stock issued upon
exercise of options, warrants or other Common Stock purchase rights or upon
conversion of convertible securities) other than:

                           (A) shares issued upon exercise of the Warrants and
                  any other rights, options or warrants outstanding at or prior
                  to October 11, 1999;

                           (B) shares and/or options, warrants or other Common
                  Stock purchase rights, and the Common Stock issued pursuant to
                  such options, warrants or other rights after October 11, 1999
                  to employees, officers or directors of, or consultants or
                  advisors to, the Company or any subsidiary pursuant to stock
                  purchase or option plans;

                           (C) shares issued as a dividend or other distribution
                  on shares of common stock resulting from any subdivision or
                  combination of shares of common stock so excluded;

                           (D) shares issued on or after October 12, 2001;

                                       7
   8

                           (E) shares and/or options, warrants or other common
                  stock purchase rights issued in connection with an
                  underwritten public offering;

                           (F) shares issued in connection with any merger or
                  the acquisition of the stock or assets of another entity by
                  the Company;

                           (G) shares issued to any person that the Board of
                  Directors of the Company determines in good faith to be
                  strategically aligned with the Company; and

                           (H) shares issued in any transaction that is approved
                  by the shareholders of the Company.

                  (f) Notice of Adjustment. Upon the occurrence of any event
which requires any adjustment of the Exercise Price, then, and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise Price resulting from such adjustment and the
increase or decrease in the number of Warrant Shares issuable upon exercise of
this Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. Such calculation shall be
certified by the chief financial officer of the Company.

                  (g) Minimum Adjustment of the Exercise Price . No adjustment
of the Exercise Price shall be made in an amount of less than 1% of the Exercise
Price in effect at the time such adjustment is otherwise required to be made,
but any such lesser adjustment shall be carried forward and shall be made at the
time and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price.

                  (h) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant, but the Company shall pay a
cash adjustment in respect of any fractional share which would otherwise be
issuable in an amount equal to the same fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                  (i)      Other Notices.  In case at any time:

                           (i)      the Company shall declare any dividend upon
the Common Stock payable in shares of stock of any class or make any other
distribution (other than dividends or distributions payable in cash) to the
holders of the Common Stock;

                           (ii)     the Company shall offer for subscription
pro rata to the holders of the Common Stock any additional shares of stock of
any class or other rights;

                                       8
   9

                           (iii) there shall be any capital reorganization of
the Company, or reclassification of the Common Stock, or consolidation or merger
of the Company with or into, or sale of all or substantially all of its assets
to, another corporation or entity; or

                           (iv)  there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant
(a) notice of the date or estimated date on which the books of the Company shall
close or a record shall be taken for determining the holders of Common Stock
entitled to receive any such dividend, distribution, or subscription rights or
for determining the holders of Common Stock entitled to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up and (b) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, notice of the date (or, if not then known, a reasonable estimate
thereof by the Company) when the same shall take place. Such notice shall also
specify the date on which the holders of Common Stock shall be entitled to
receive such dividend, distribution, or subscription rights or to exchange their
Common Stock for stock or other securities or property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such notice shall be given at
least fifteen (15) days prior to the record date or the date on which the
Company's books are closed in respect thereto. Failure to give any such notice
or any defect therein shall not affect the validity of the proceedings referred
to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing,
the Company may publicly disclose the substance of any notice delivered
hereunder prior to delivery of such notice to the holder of this Warrant.

                  (j)      Certain Definitions.

                           (i)  "BUSINESS DAY" means any day, other than a
Saturday or Sunday or a day on which banking institutions in the State of
California are authorized or obligated by law, regulation or executive order to
close.

                           (ii) "CLOSING PRICE" shall mean for the Common Stock
as of any date, the closing bid price of such security on the principal United
States securities exchange or trading market on which such security is listed or
traded as reported by the Research Service of NASDAQ Trading and Market Services
(or a comparable reporting service of national reputation selected by the holder
and reasonably acceptable to the Company if the Research Service of NASDAQ
Trading and Market Services is not then reporting closing bid prices of such
security) (collectively, "NTMS"), or if the foregoing does not apply, the last
reported sale price of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by NTMS, or, if no sale
price is reported for such security by NTMS, the average of the bid prices of
any market makers for such security as reported in the "pink sheets" by the
National Quotation Bureau, Inc., in each case for such date or, if

                                       9
   10

such date was not a Trading Day (as defined below) for such security, on the
next preceding day which was a Trading Day. If the Closing Price cannot be
calculated for a share of Common Stock as of either of such dates on any of the
foregoing bases, the Closing Price of such security on such date shall be the
fair market value as determined by an investment banking firm selected by the
holder and reasonably acceptable to the Company, with the costs of such
appraisal to be borne by the Company. The manner of determining the Closing
Price of the Common Stock set forth in the foregoing definition shall apply with
respect to any other security in respect of which a determination as to market
value must be made.

                           (iii) "COMMON STOCK," for purposes of this Section 5,
includes the Common Stock and any additional class of stock of the Company
having no preference as to dividends or distributions on liquidation, provided
that the shares purchasable pursuant to this Warrant shall include only Common
Stock in respect of which this Warrant is exercisable, or shares resulting from
any subdivision or combination of such Common Stock, or in the case of any
reorganization, reclassification, consolidation, merger, or sale of the
character referred to in Section 5(c) hereof, the stock or other securities or
property provided for in such Section.

                           (iv) "MARKET PRICE" shall mean, with respect to any
date of determination, the average Closing Price during the five (5) Trading
Days ending on the Trading Day immediately preceding such date of determination,
appropriately adjusted to reflect any stock dividend, stock split or similar
transaction during either such relevant period. The manner of determining the
Market Price of the Common Stock set forth in the foregoing definition shall
apply with respect to any other security in respect of which a determination as
to market value must be made hereunder.

                           (v) "TRADING DAY" shall mean a Business Day on which
at least 5,000 shares of Common Stock are traded on the principal United States
securities exchange or trading market on which such security is listed or traded
as reported by NTMS.

         6. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         7. No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

                                       10
   11

         8.       Transfer, Exchange, Redemption and Replacement of Warrant.

                  (a) Restriction on Transfer. This Warrant and the rights
granted to the holder hereof are transferable in whole or in part, at any one
time, upon surrender of this Warrant, together with a properly executed
assignment in the form attached hereto, at the office or agency of the Company
referred to in Section 8(e) below, provided, however, that any transfer or
assignment of this Warrant involving a transfer of less than all the Warrant
Shares underlying this Warrant shall be in minimum increments of 25,000 shares,
and provided further, however, that any transfer or assignment of this Warrant
shall be subject to the conditions set forth in Sections 8(f), 8(g) and 9 hereof
and to the provisions of Sections 3(e) and 3(f) of the Securities Purchase
Agreement. Until due presentment for registration of transfer on the books of
the Company, the Company may treat the registered holder hereof as the owner and
holder hereof for all purposes, and the Company shall not be affected by any
notice to the contrary. Notwithstanding anything to the contrary contained
herein, the registration rights described in Section 8 hereof are assignable
only in accordance with the provisions of the Registration Rights Agreement.

                  (b) Warrant Exchangeable for Different Denominations. This
Warrant is exchangeable, upon the surrender hereof by the holder hereof at the
office or agency of the Company referred to in Section 8(e) below, for new
Warrants of like tenor of different denominations but subject to the same
restrictions on transfer and representing in the aggregate the right to purchase
the number of shares of Common Stock which may be purchased hereunder, each of
such new Warrant to represent the right to purchase such number of shares as
shall be designated by the holder hereof at the time of such surrender.

                  (c) Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction, or
mutilation of this Warrant and, in the case of any such loss, theft, or
destruction, upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) Cancellation; Payment of Expenses. Upon the surrender of
this Warrant in connection with any transfer, exchange, or replacement as
provided in this Section 8, this Warrant shall be promptly canceled by the
Company. The Company shall pay all taxes (other than securities transfer taxes)
and all other expenses (other than legal expenses, if any, incurred by the
holder or transferees) and charges payable in connection with the preparation,
execution, and delivery of Warrants pursuant to this Section 8. The Company
shall indemnify and reimburse the holder of this Warrant for all losses and
damages arising as a result of or related to any breach by the Company of the
terms of this Warrant, including costs and expenses (including legal fees)
incurred by such holder in connection with the enforcement of its rights
hereunder.

                                       11
   12

                  (e) Warrant Register. The Company shall maintain, at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof), a register for this Warrant, in
which the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.

                  (f) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Warrant in connection with any exercise, transfer, or
exchange of this Warrant, this Warrant (or, in the case of any exercise, the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, transfer, or exchange, (i)
that the holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable
transactions) to the effect that such exercise, transfer, or exchange may be
made without registration under the Securities Act and under applicable state
securities or blue sky laws, (ii) that the holder or transferee execute and
deliver to the Company an investment letter in form and substance reasonably
acceptable to the Company and (iii) that the transferee be an "ACCREDITED
INVESTOR" as defined in Rule 501(a) promulgated under the Securities Act;
provided that no such opinion, letter, or status as an "accredited investor"
shall be required in connection with a transfer pursuant to Rule 144 under the
Securities Act.

                  (g) Additional Restrictions on Exercise or Transfer.
Notwithstanding anything in Section 1 or Section 3 hereof to the contrary, this
Warrant shall not be exercisable to the extent (but only to the extent) that (a)
the number of shares of Common Stock beneficially owned by the holder of this
Warrant and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unexercised portion of
the Warrants or the unexercised or unconverted portion of any other securities
of the Company subject to a limitation on conversion or exercise analogous to
the limitation contained herein) and (b) the number of shares of Common Stock
issuable upon exercise of the Warrants (or portion thereof) with respect to
which the determination described herein is being made, would result in
beneficial ownership by such holder and its affiliates of more than 9.99% of the
outstanding shares of Common Stock. To the extent the above limitation applies,
the determination of whether and to what extent this Warrant shall be
exercisable with respect to other securities owned by such holder shall be in
the sole discretion of the holder and submission of this Warrant for full or
partial exercise shall be deemed to be the holder's determination of whether and
the extent to which this Warrant is exercisable, in each case subject to such
aggregate percentage limitation. No prior inability to exercise the Warrants
pursuant to this Section shall have any effect on the applicability of the
provisions of this Section with respect to any subsequent determination of
exercisability. For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as
otherwise provided in clause (a) hereof. The restrictions

                                       12
   13

contained in this Section 8(g) may not be amended without the consent of the
holder of this Warrant and the holders of a majority of the Company's then
outstanding Common Stock. Nothing in this Section 8(g) shall affect in any way
the obligations of any holder regarding a Mandatory Exercise as set forth in
Section 3 hereof.

         9. Registration Rights. The initial holder of this Warrant (and certain
assignees thereof) are entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in the Registration Rights
Agreement, including the right to assign such rights to certain assignees, as
set forth therein.

         10. Notices. Any notices required or permitted to be given under the
terms of this Warrant shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier or by confirmed
telecopy, and shall be effective five days after being placed in the mail, if
mailed, or upon receipt or refusal of receipt, if delivered personally or by
courier, or by confirmed telecopy, in each case addressed to a party. The
addresses for such communications shall be:

         If to the Company:

               Mustang Software, Inc.
               6200 Lake Ming Road
               Bakersfield CA 93306

               Telephone No.:   (661) 873-2580
               Facsimile No.:   (661) 873-2474
               Attention:        Donald M Leonard, Vice President Finance and
                                 Chief Financial Officer



               Freshman, Marantz, Orlanski, Cooper & Klein
               9100 Wilshire Boulevard, Eight Floor, East Tower
               Beverly Hills, CA 90212-3480

               Telephone No.:   (310) 273-9710
               Facsimile No.:   (310) 274-8357
               Attention:        Mark A. Klein, Esq.


                                       13
   14


If to the holder, at such address as such holder shall have provided in writing
to the Company, or at such other address as such holder furnishes by notice
given in accordance with this Section 10, and, for any notice under Section 3,
with a copy to:

                           First Security Van Kasper
                           600 California Street, Suite 1700
                           San Francisco, CA 94108
                           Telephone No.:  (415) 675-2490
                           Facsimile No.:   (415) 954-8309
                           Attention:       Ronald F. Richards
                                            Senior Vice President

         11. Governing Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. Each of the Company
and the holder irrevocably consents to the jurisdiction of the United States
federal courts and state courts located in the State of California in any suit
or proceeding based on or arising under this Warrant and irrevocably agrees that
all claims in respect of such suit or proceeding may be determined in such
courts. Each of the Company and the holder irrevocably waives any objection to
the laying of venue and the defense of an inconvenient forum to the maintenance
of such suit or proceeding. Each of the Company and the holder further agrees
that service of process upon the Company or the holder mailed by certified or
registered mail to the address set forth in Section 10 shall be deemed in every
respect effective service of process upon the Company or the holder in any such
suit or proceeding. Nothing herein shall affect the holder's or the Company's
right to serve process in any other manner permitted by law. Each of the Company
and the holder agrees that a final non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.

         12.      Miscellaneous.

                  (a) Amendments. Except as provided in Section 8(g) hereof,
this Warrant and any provision hereof may only be amended by an instrument in
writing signed by the Company and the holder hereof.

                  (b) Descriptive Headings. The descriptive headings of the
several Sections of this Warrant are inserted for purposes of reference only,
and shall not affect the meaning or construction of any of the provisions
hereof.

                  (c) Benefits of This Warrant. Nothing in this Warrant shall be
construed to give to any person or corporation other than the Company, the
holder and permitted assigns of this Warrant any legal or equitable right,
remedy or claim under this Warrant, but this Warrant shall be for the sole

                                       14
   15

and exclusive benefit of the Company, the holder and the permitted assigns of
this Warrant.

                  (d) Aggregation of Warrants. All of the Warrants held or
acquired by affiliated entities or persons shall be aggregated together for the
purpose of determining the availability of rights under this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       15
   16

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.


                                MUSTANG SOFTWARE, INC.


                                By: _________________________________
                                Name: _______________________________
                                Title: ______________________________


                                By: _________________________________
                                Name: _______________________________
                                Title: ______________________________



                                       16
   17

                           FORM OF EXERCISE AGREEMENT

         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)

To:      Mustang Software, Inc.

         Telephone No.:    (661) 873-2580
         Facsimile No.:    (661) 873-2474
         Attention:              Donald M Leonard, Vice President Finance and
                                 Chief Financial Officer

         The undersigned hereby irrevocably exercises the right to purchase
_____________ shares of the Common Stock of MUSTANG SOFTWARE, INC., a
corporation organized under the laws of the State of California (the "COMPANY"),
and tenders herewith payment of the Exercise Price in full, in the amount of
$_____________, in cash, by certified or official bank check or by wire transfer
for the account of the Company.

         The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

[ ]      The undersigned requests that the Company cause its transfer agent to
         electronically transmit the Common Stock issuable pursuant to this
         Exercise Agreement to the account of the undersigned or its nominee
         (which is _________________) with DTC through its Deposit Withdrawal
         Agent Commission System ("DTC TRANSFER").

[ ]      In lieu of receiving the shares of Common Stock issuable pursuant to
         this Exercise Agreement by way of DTC Transfer, the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned physical certificates representing such shares of
         Common Stock.

         The undersigned requests that a Warrant representing any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated:_________________          _____________________________________
                                 Signature of Holder

                                 -------------------------------------
                                 Name of Holder (Print)
                                 Address:
                                 -------------------------------------
                                 -------------------------------------
                                 -------------------------------------


   18




                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the attached Warrant, with
respect to the number of shares of Common Stock covered thereby issuable
pursuant to the attached Warrant set forth hereinbelow, to:



Name of Assignee                   Address                         No of Shares
- ----------------                   -------                         ------------
                                                             




, and hereby irrevocably constitutes and appoints
_____________________________________ as agent and attorney-in-fact to transfer
said Warrant on the books of the within-named corporation, with full power of
substitution in the premises.


Dated: _____________________, ____

In the presence of

____________________

                             Name: ____________________________


                                Signature: _______________________
                                Title of Signing Officer or Agent (if any):

                                          ____________________________

                                Address:  ____________________________

                                          ____________________________


                                Note:  The above signature should correspond
                                       exactly with the name on the face of the
                                       within Warrant.

EX-4.5

   1
                                                                     EXHIBIT 4.5


THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT.



                                                                October 14, 1999


                                     WARRANT

                  TO SUBSCRIBE FOR AND PURCHASE COMMON STOCK OF
                                MUSTANG.COM, INC.


           VOID AFTER 5:00 P.M., CALIFORNIA TIME, ON OCTOBER 10, 2004,
           OR IF NOT A BUSINESS DAY, AS DEFINED HEREIN, AT 5:00 P.M.,
           CALIFORNIA TIME, ON THE IMMEDIATELY PRECEDING BUSINESS DAY

No. Placement Agent 1

        THIS CERTIFIES that, for good and valuable consideration, FIRST SECURITY
VAN KASPER ("FSVK"), or registered assigns (the "Warrantholder"), is entitled to
subscribe for and purchase from , MUSTANG.COM, INC., a California corporation
(the "Company"), at a price of $7.3125 per share (such price, as from time to
time to be adjusted as hereinafter provided, being hereinafter called the
"Warrant Price"), at any time and from time to time prior to the Expiration Date
(as defined below), up to 57,443 fully paid, nonassessable shares of Common
Stock, no par value, of the Company ("Common Stock"), subject, however, to the
provisions and upon the terms and conditions hereinafter set forth, including
without limitation the provisions of Section 2 hereof. "Expiration Date" shall
mean 5:00 P.M., California time, on October 10, 2004, , or if not a Business
Day, as defined herein, at 5:00 P.M., California time, on the immediately
preceding business day. "Business Day" shall mean a day other than a Saturday,
Sunday or other day on which banks in the State of California are authorized by
law to remain closed.

SECTION 1. EXERCISE OF WARRANT

        (a) CASH EXERCISE

        This Warrant may be exercised, at any time and from time to time prior
to the Expiration Date, by the Warrantholder, in whole or in part (but not as to
a fractional share of Common Stock and in no event for less than 500 shares
(unless less than an aggregate of 500 shares are then purchasable under all
outstanding Warrants held by a Warrantholder)), by the completion of the
subscription form attached hereto and by the surrender of this Warrant (properly
endorsed) at the Company's offices at 6200 Lake Ming Road, Bakersfield, CA 93306
(or at such other location in the United States as the Company may designate by
notice in writing to the Warrantholder at the address of the Warrantholder
appearing on the books of the Company), and by payment to the Company of the
Warrant Price, in cash or by certified or official bank check, for each share
being purchased.

        (b) NET EXERCISE

        Notwithstanding anything to the contrary contained in Section 1(a) and
subject to the last sentence of this Section 1(b), the Warrantholder may elect
to exercise this Warrant and receive shares on a "net exercise" basis in an
amount equal to the value of this Warrant by delivery of the subscription form
attached hereto and surrender of this Warrant at the principal office of the
Company, in which event the Company shall issue to Holder a number of shares
computed using the following formula:

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

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


                                      -1-
   2

                      P =    the portion of the Warrant being exercised.

                      Y =    the number of shares of Common Stock issuable
                             upon exercise of this Warrant if the Warrant were
                             exercised for cash.

                      A =    the Current Market Price (as determined pursuant
                             to Section 1(d)) of one share of Common Stock.

                      B =    Warrant Price.

Notwithstanding anything in this Warrant to the contrary, the provisions of this
Section 1(b) shall not be applicable if, at the time of exercise of this
Warrant, a registration statement under the Securities Act of 1933 covering the
resale of the shares issued upon such exercise is in effect.

        (c) PROCEDURE FOR EXERCISE

        In the event of any exercise of the rights represented by this Warrant,
a certificate or certificates for the total number of whole shares of Common
Stock so purchased, registered in the name of the Warrantholder, shall be
delivered to the Warrantholder within a reasonable time, not exceeding five
Business Days, after the rights represented by this Warrant shall have been so
exercised; and, unless this Warrant has expired, a new Warrant representing the
number of shares (except a remaining fractional share), if any, with respect to
which this Warrant shall not then have been exercised shall also be issued to
the Warrantholder within such time. With respect to any such exercise, the
Warrantholder shall for all purposes be deemed to have become the holder of
record of the number of shares of Common Stock evidenced by such certificate or
certificates from the date on which this Warrant was surrendered and if exercise
is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open. No fractional shares shall be issued upon exercise of this
Warrant and no payment or adjustment shall be made upon any exercise on account
of any cash dividends on the Common Stock issued upon such exercise. If any
fractional interest in a share of Common Stock would, except for the provisions
of this Section 1, be delivered upon any such exercise, the Company, in lieu of
delivering the fractional share thereof, shall pay to the Warrantholder an
amount in cash equal to the Current Market Price of such fractional interest, as
determined below.

        (d) CURRENT MARKET PRICE

        For any computation hereunder, the "Current Market Price" per share of
Common Stock on any date shall be deemed to be the average of the daily Market
Price per share for the 30 consecutive Trading Days commencing 45 Trading Days
before the date in question. "Market Price" is defined as the closing bid price
of such security on the principal United States securities exchange or trading
market on which such security is listed or traded as reported by the Research
Service of Nasdaq Trading and Market Services (or a comparable reporting service
of national reputation), or if the foregoing does not apply, the last reported
sale price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Nasdaq, or, if no sale price is
reported for such security by Nasdaq, the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If Market Price cannot be established as described above,
Market Price shall be the fair market value of the Common Stock as determined in
good faith by the Board of Directors. The term "Trading Day" shall mean a day on
which Nasdaq or the principal national securities exchange on which the Common
Stock is listed or admitted to trading is open for the transaction of business.

SECTION 2. ADJUSTMENTS

        The Warrant Price and the number and kind of shares issuable hereunder
shall be subject to adjustment from time to time upon the happening of certain
events as provided in this Section 2.

        (a) ADJUSTMENTS

            (1) If at any time prior to the exercise of this Warrant in full,
the Company shall (A) declare a dividend or make a distribution on the Common
Stock payable in shares of its capital stock (whether shares of Common Stock or
of capital stock of any other class); (B) subdivide, reclassify or recapitalize
its outstanding




                                      -2-
   3

Common Stock into a greater number of shares; (C) combine, reclassify or
recapitalize its outstanding Common Stock into a smaller number of shares; or
(D) issue any shares of its capital stock by reclassification of its Common
Stock (excluding any such reclassification in connection with a consolidation or
a merger), the Warrant Price in effect at the time of the record date of such
dividend, distribution, subdivision, combination, reclassification or
recapitalization shall be adjusted so that the Warrant Price shall be equal to
the price determined by multiplying the Warrant Price in effect immediately
prior to such event by a fraction, the numerator of which shall be (x) the total
number of outstanding shares of Common Stock of the Company immediately prior to
such event; and the denominator of which shall be (y) the total number of
outstanding shares of Common Stock of the Company immediately after such event
and, as so adjusted or readjusted, the Warrant Price shall remain in effect
until a further adjustment or readjustment is required by this Section 2.
Whenever the Warrant Price is adjusted pursuant to this Section 2(a)(1), the
shares issuable hereunder shall simultaneously be adjusted by multiplying the
number of shares issuable upon exercise of the Warrant immediately prior to such
event by the Warrant Price in effect on the date thereof and dividing the
product so obtained by the Warrant Price resulting from such adjustment. Any
adjustment required by this Section 2(a)(1) shall be made successively
immediately after the record date, in the case of a dividend or distribution, or
the effective date, in the case of a subdivision, combination, reclassification
or recapitalization, to allow the purchase of such aggregate number and kind of
shares.

            (2) If at any time prior to the exercise of this Warrant in full,
the Company shall make a distribution to all holders of the Common Stock of
stock of a subsidiary or other corporation or securities convertible into or
exercisable for such stock, then in lieu of an adjustment in the Warrant Price
or the number of shares of Common Stock purchasable upon the exercise of this
Warrant, the Warrantholder, upon the exercise hereof at any time after such
distribution, shall be entitled to receive from the Company the stock or other
securities to which the Warrantholder would have been entitled if the
Warrantholder had exercised this Warrant immediately prior thereto, all subject
to further adjustment as provided in this Section 2, and the Company shall
reserve, for the life of the Warrant, such securities of such subsidiary or
other corporation; provided, however, that no adjustment in respect of dividends
or interest on such stock or other securities shall be made during the term of
this Warrant or upon its exercise.

            (3) If at any time prior to the expiration of this Warrant in full,
the Company shall issue rights or warrants to all holders of Common Stock as
such entitling them to subscribe for or purchase Common Stock at a price per
share less than the Current Market Price per share on such record date, then, in
each such case the number of shares subject to this Warrant thereafter
purchasable upon the exercise of this Warrant shall be determined by multiplying
the number of shares of Common Stock theretofore purchasable upon exercise of
this Warrant by a fraction, the numerator of which shall be (x) the number of
shares of Common Stock outstanding on the date of issuance of such rights or
warrants, plus the number of additional shares of Common Stock offered for
subscription or purchase, and the denominator of which shall be (y) the number
of shares of Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of shares that the aggregate offering price of the
total number of shares of Common Stock so offered would purchase at the Current
Market Price on such record date. For purposes of this Section 2(a)(3), the
issuance of rights or warrants to subscribe for or purchase securities
convertible into Common Stock shall be deemed to be the issuance of rights or
warrants to purchase the Common Stock into which such securities are convertible
at an aggregate offering price equal to the aggregate offering price of such
securities plus the minimum aggregate amount (if any) payable upon conversion of
such securities into Common Stock. In addition to the adjustment in the number
of shares in this Section 2(a)(3), the Warrant Price per share shall be
appropriately adjusted so that the aggregate Warrant Price shall remain
constant.

            (4) If at any time prior to the exercise of this Warrant in full,
the Company shall distribute to all holders of its Common Stock evidence of
indebtedness of the Company or assets of the Company (excluding cash dividends
or distributions out of earned surplus) or rights or warrants to subscribe for
securities of the Company (excluding those referred to in Section 2(a)(3)
above), then in each case the Warrant Price shall be adjusted to a price
determined by multiplying the Warrant Price in effect immediately prior to such
distribution by a fraction, the numerator of which shall be (x) the then Current
Market Price per share of Common Stock on the record date for determination of
stockholders entitled to receive such distribution, less the then fair value (as
reasonably determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights or warrants which are
applicable to one share of Common stock, and the denominator of which shall be
(y) the Current Market Price per share of Common Stock; provided, however, that
if the then Current Market Price per share of Common Stock on the record date
for determination of stockholders entitled to receive such distribution is less
than the then fair value of the portion of the assets or evidence of
indebtedness so distributed or of such subscription rights or warrants which are
applicable to




                                      -3-
   4

one share of Common Stock, the foregoing adjustment of the Warrant Price shall
not be made and in lieu thereof the number of shares purchasable upon exercise
of each Warrant immediately prior to such distribution shall be adjusted so that
the holder of such Warrant shall be entitled to receive upon exercise of such
Warrant the kind and number of assets, evidence of indebtedness, subscription
rights and warrants (or, in the event of the redemption of such evidence of
indebtedness, subscription rights or warrants, any cash paid in respect of such
redemption) that such Warrantholder would have owned or have been entitled to
receive in such distribution had such Warrant been exercised immediately prior
to the record date of such distribution.

            (5) For purposes of any computation under this Section 2(a), the
Current Market Price per share of Common Stock on any date shall be deemed
calculated as provided in Section 1(d).

            (6) No adjustment in the Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($.05)
in such price; provided, however, that any adjustments which by reason of this
Section 2(a)(6) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
2(a) shall be made to the nearest cent or to the nearest one hundredth of a
share, as the case may be. Notwithstanding anything in this Section 2(a) to the
contrary, the Warrant Price shall not be reduced to less than the then existing
par value of the Common Stock as a result of any adjustment made hereunder.

            (7) In the event that at any time, as the result of any adjustment
made pursuant to this Section 2(a), the Warrantholder thereafter shall become
entitled to receive any securities other than Common Stock, thereafter the
number of such other securities so receivable upon exercise of this Warrant
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Common
Stock contained in Section 2(a).

        (b) NO ADJUSTMENT FOR DIVIDENDS

        Except as provided in Section 2(a) of this Agreement, no adjustment in
respect of any cash dividends shall be made during the term of this Warrant or
upon the exercise of this Warrant.

        (c) PRESERVATION OF PURCHASE RIGHTS IN CERTAIN TRANSACTIONS

        In case of any consolidation of the Company with or merger of the
Company into another corporation or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the Company or such successor or purchasing corporation, as the case
may be, shall execute an agreement with the Warrantholder whereby the
Warrantholder shall have the right thereafter upon payment of the Warrant Price
in effect immediately prior to such action to purchase upon exercise of the
Warrant the kind and amount of shares and other securities and property which
the Warrantholder would have owned or have been entitled to receive after the
happening of such consolidation, merger, sale or conveyance had the Warrant been
exercised immediately prior to such action. The Company shall mail by first
class mail, postage prepaid, to the Warrantholder, notice of the execution of
any such agreement. Such agreement shall provide for adjustments, which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 2. The provisions of this Section 2 shall similarly apply to
successive consolidations, mergers, sales or conveyances. The Warrantholder
shall be under no duty or responsibility to determine the correctness of any
provisions contained in any such agreement relating either to the kind or amount
of shares of stock or other securities or property receivable upon exercise of
warrants or with respect to the method employed and provided therein for any
adjustments.

        (d) FORM OF WARRANT AFTER ADJUSTMENTS

        The form of this Warrant need not be changed because of any adjustments
in the Warrant Price or the number or kind of the shares purchasable pursuant to
this Warrant, and Warrants theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in this
Warrant, as initially issued; provided, however, that the Company may, at any
time in its sole discretion (which shall be conclusive), make any change in the
form of Warrant certificate that it may deem appropriate and that does not
affect the substance thereof. Any Warrant certificate thereafter issued, whether
upon registration of transfer of, or in exchange or substitution for, an
outstanding Warrant certificate may be in the form so changed.



                                      -4-
   5

        (e) TREATMENT OF WARRANTHOLDER

        Prior to due presentment for registration of transfer of this Warrant,
the Company may deem and treat the Warrantholder as the absolute owner of this
Warrant (notwithstanding any notation of ownership or other writing hereon) for
all purposes and shall not be affected by any notice to the contrary.

        (f) NOTICE OF ADJUSTMENT

        Upon any adjustment under this Section 2, then and in each such case the
Company shall give written notice thereof, by first-class mail, postage prepaid,
addressed to the Warrantholder at the address of such holder as shown on the
books of the Company, which notice shall state the Warrant Price and the number
or kind of the shares purchasable pursuant to this Warrant resulting from such
adjustment, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

        (g) STOCK TO BE RESERVED

        The Company will at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issuance upon the exercise of
this Warrant as herein provided, such number of shares of Common Stock as shall
then be issuable upon the exercise of this Warrant. The Company covenants that
all shares of Common Stock which shall be so issued, upon full payment of the
Warrant Price therefore or as otherwise set forth herein, shall be duly and
validly issued and fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issue thereof, and, without limiting the
generality of the foregoing, the Company covenants that it will from time to
time take all such action as may be required to ensure that the par value per
share, if any, of the Common Stock is at all times equal to or less than the
effective Warrant Price. The Company will take all such action as may be
necessary to ensure that all such shares of Common Stock may be so issued
without violation of any applicable law or regulation, or of any requirement of
any national securities exchange or automated quotation system upon which the
Common Stock of the Company may be listed. The Company will not take any action
that results in any adjustment under this Section 2, if the total number of
shares of Common Stock issued and issuable after such action upon exercise of
this Warrant would exceed the total number of shares of Common Stock then
authorized by the Company's Certificate of Incorporation. The Company has not
granted and will not grant any right of first refusal with respect to shares
issuable upon exercise of this Warrant, and there are no preemptive rights
associated with such shares.

        (h) ISSUE TAX

        The issuance of certificates for shares of Common Stock upon exercise of
any Warrant shall be made without a charge to the Warrantholder for any issuance
tax in respect thereof, provided that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of the Warrantholder.

        (i) CLOSING OF BOOKS

        The Company will at no time close its transfer books against the
transfer of the shares of Common Stock issued or issuable upon the exercise of
this Warrant in any manner that interferes with the timely exercise of this
Warrant.

        (j) DEFINITION OF COMMON STOCK

        As used herein the term "Common Stock" shall mean and include the Common
Stock, par value $0.01, of the Company as authorized on the date hereof, or
shares of any class or classes resulting from any recapitalization or
reclassification thereof which are not limited to any fixed sum or percentage
and are not subject to redemption by the Company and in case at any time there
shall be more than one such resulting class, the shares of each class then so
issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassification bears to the total
number of shares of all such classes resulting from all such reclassification.



                                      -5-
   6

SECTION 3. REGISTRATION RIGHTS

        The Company and the Warrantholder hereby adopt, incorporate and make a
part of this Agreement each of the provisions, rights, duties, obligations,
representations, conditions and responsibilities of the respective parties to
that certain Registration Rights Agreement dated as of October 14, 1999 (the
"Registration Rights Agreement") by and between the Company and the Initial
Investors (as defined in the Registration Rights Agreement) as though
Warrantholder was party to the Registration Rights Agreement as an Initial
Investor and as though such Registration Rights Agreement were fully set forth
herein with the following exceptions:

            (a) As used in the Registration Rights Agreement

                (i) "Investors" shall mean Warrantholder;

                (ii) "Registrable Securities" shall mean the shares of Common
Stock issuable upon exercise of this Warrant and any shares of capital stock
issued or issuable, from time to time (with any adjustments), as a distribution
on or in exchange for or otherwise with respect to thereto; and

            (b) The provisions of the second paragraph of Section 2(c) of the
Registration Rights Agreement entitled "Payments by the Company" shall be
inapplicable.



SECTION 4. NOTICES OF RECORD DATES

        In the event of:

            (a) any taking by the Company of a record of the holders of any
                class of securities for the purpose of determining the holders
                thereof who are entitled to receive any dividend or other
                distribution (other than cash dividends out of earned surplus),
                or any right to subscribe for, purchase or otherwise acquire any
                shares of stock of any class or any other securities or
                property, or to receive any right to sell shares of stock of any
                class or any other right, or

            (b) any capital reorganization of the Company, any reclassification
                or recapitalization of the capital stock of the Company or any
                transfer of all or substantially all the assets of the Company
                to or consolidation or merger of the Company with or into any
                other corporation or entity, or

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

then and in each such event the Company will give notice to the Warrantholder
specifying (1) the date on which any such 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, and (2) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, 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 will be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be given at least 20 days and not more than 90
days prior to the date therein specified, and such notice shall state that the
action in question or the record date is subject to the effectiveness of a
registration statement under the Securities Act or to a favorable vote of
stockholders, if either is required. Failure to mail or receive such notice or
any defect therein shall not affect the validity of any action with respect
thereto.

SECTION 5. NO STOCKHOLDERS RIGHTS OR LIABILITIES

        This Warrant shall not entitle the Warrantholder to any voting rights or
other rights as a stockholder of the Company. No provision hereof, in the
absence of affirmative action by the Warrantholder to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of the
Warrantholder shall give rise to any liability of such Warrantholder for the
Warrant Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.




                                      -6-
   7



SECTION 6. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT

        In case the certificate or certificates evidencing the Warrants shall be
mutilated, lost, stolen or destroyed, the Company shall, at the request of the
Warrantholder, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated certificate or certificates, or in lieu of and
substitution for the certificate or certificates lost, stolen or destroyed, a
new Warrant certificate or certificates of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of such Warrant and an agreement
of indemnity, if requested.

SECTION 7. NOTICES

        All notices, requests and other communications required or permitted to
be given or delivered hereunder shall be in writing, and shall be delivered, or
shall be sent by certified or registered mail or overnight courier, postage
prepaid, or by facsimile,

            (a) If to a Warrantholder or a holder of shares issued upon exercise
of this Warrant, addressed to

                      First Security Van Kasper
                      600 California Street, Suite 1700
                      San Francisco, CA 94108
                      Telephone No.: (415) 675-2490
                      Facsimile No.: (415) 954-8309
                      Attention:     Ronald F. Richards
                                     Senior Vice President

            (b) If to the Company addressed to it If to the Company:

                      Mustang Software, Inc.
                      6200 Lake Ming Road
                      Bakersfield CA 93306
                      Telephone No.: (661) 873-2580
                      Facsimile No.: (661) 873-2474
                      Attention:     Donald M Leonard,
                                     Vice President Finance and
                                     Chief Financial Officer




                                      -7-
   8

                      with a copy to:

                      Freshman, Marantz, Orlanski, Cooper & Klein
                      9100 Wilshire Boulevard, Eighth Floor, East Tower
                      Beverly Hills, CA 90212-3480
                      Telephone No.: (310) 273-9710
                      Facsimile No.: (310) 274-8357
                      Attention:     Mark A. Klein, Esq.

        Each party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other party.

SECTION 8. REPRESENTATIONS AND WARRANTIES OF WARRANTHOLDER.

            (a) Acquisition for Own Account. Warrantholder is acquiring the
Warrant and the shares of Common Stock upon exercise thereof ("Securities") for
Warrantholder's own account and not with a present view towards the distribution
thereof. Warrantholder understands that Warrantholder must bear the economic
risk of this investment indefinitely, unless the Securities are registered
pursuant to the Securities Act and any applicable state securities or blue sky
laws or an exemption from such registration is available, and that the Company
has no present intention of registering any of the Securities other than as
contemplated by the Registration Rights Agreement. Notwithstanding anything in
this Section 8(a) to the contrary, by making the foregoing representation,
Warrantholder does not agree to hold the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in
accordance with or pursuant to a registration statement or an exemption from
registration under the Securities Act and any applicable state securities laws.

            (b) Information. Warrantholder has been furnished all materials
relating to the business, finances and operations of the Company and materials
relating to the issuance of the Securities, which have been requested by
Warrantholder. Warrantholder has been afforded the opportunity to ask questions
of the Company and has received what Warrantholder believes to be satisfactory
answers to any such inquiries. Warrantholder understands that its investment in
the Securities involves a high degree of risk.

            (c). Governmental Review. Warrantholder understands that no United
States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.

            (d) Authorization; Enforcement. Warrantholder has the requisite
power and authority to enter into and perform its obligations under this Warrant
and to purchase the shares in accordance with the terms hereof. This Warrant has
been duly and validly authorized, executed and delivered on behalf of
Warrantholder and is a valid and binding agreement of Warrantholder enforceable
against Warrantholder in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other laws affecting creditors' rights and remedies generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

            (e) Transfer or Resale. Warrantholder understands that (i) except as
provided in the Registration Rights Agreement, the Securities have not been and
are not being registered under the Securities Act or any state securities laws,
and may not be transferred unless (A) subsequently registered thereunder, or (B)
Warrantholder shall have delivered to the Company an opinion of counsel
reasonably acceptable to the Company (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the
effect that the Securities to be sold or transferred may be sold or transferred
under an exemption from such registration, or (C) sold under Rule 144
promulgated under the Securities Act (or a successor rule), or (D) sold or
transferred to an employee or other affiliate of Warrantholder pursuant to an
exemption under the Securities Act; and (ii) neither the Company nor any other
person is under any obligation to register such Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of
any exemption thereunder, in each case, other than pursuant to the Registration
Rights Agreement.



                                      -8-
   9


            (f) Legend. Warrantholder understands that this Warrant and the
shares of Common Stock issuable upon exercise of this Warrant and, until such
time as the shares of Common Stock issuable upon exercise of this Warrant have
been registered under the Securities Act as contemplated by the Registration
Rights Agreement or otherwise may be sold by Warrantholder under Rule 144, the
certificates for the shares may bear a restrictive legend in substantially the
following form:

        These securities have not been registered under the Securities
        Act of 1933, as amended, or the securities laws of any state
        of the United States. The securities represented hereby may
        not be offered or sold in the absence of an effective
        registration statement for the securities under applicable
        securities laws unless offered, sold or transferred under an
        available exemption from the registration requirements of
        those laws.

The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of any Security upon which it is
stamped, if (a) the sale of such Security is registered under the Securities Act
or (b) in connection with the resale of such Security, such holder provides the
Company with an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public sale
or transfer of such Security may be made without registration under the
Securities Act or (c) such holder provides the Company with reasonable
assurances that such Security can be sold under Rule 144(k). Warrantholder
agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, pursuant to an effective registration
statement or under an exemption from the registration requirements of the
Securities Act.

            (g) Accredited Investor Status. Warrantholder is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.

SECTION 9. AMENDMENTS AND WAIVERS

        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.

SECTION 10. SEVERABILITY

        If one or more provisions of this Warrant are held to be unenforceable
under applicable law, such provisions shall be excluded from this Warrant, and
the balance of this Warrant shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

SECTION 11. GOVERNING LAW

        THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE
STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

SECTION 12. HEADINGS

        The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect any of the terms hereof.

SECTION 13. COUNTERPARTS

        This Warrant may be executed in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -9-
   10

        IN WITNESS WHEREOF, the Company and FSVK have executed this Warrant on
and as of the day and year first above written.


                                    MUSTANG.COM, INC.,
                                    a California corporation



                                    By: ____________________________________
                                                Donald M. Leonard
                                    Its: Vice President, Finance and
                                         Chief Financial Officer


Attest:

_______________________



                                    FIRST SECURITY VAN KASPER



                                    By: ____________________________________

                                        ____________________________________

                                    Its:____________________________________




                                      -10-
   11



                               SUBSCRIPTION FORM

                 (To be executed upon exercise of this Warrant)



Mustang Software, Inc.
6200 Lake Ming Road
Bakersfield CA 93306
Attention:     Donald M Leonard, Vice President Finance and
               Chief Financial Officer


        The undersigned hereby irrevocably elects to exercise the right of
purchaser represented by the within Warrant for, and to purchase thereunder,
______________ shares of Common Stock, as provided for therein, and either
tenders herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of $_____________ or, if the
undersigned elects pursuant to Section 1(b) of the within Warrant to convert
such Warrant into Common Stock a net issuance basis, the undersigned exercises
the within Warrant by exchange under the terms of Section 1(b).

        Please issue a certificate or certificates for such Common Stock in the
name of, and pay any cash for any fractional share to:

                                    Name:______________________________

                                    Address:

                                    Social
                                    Security No:


        If said number of shares shall not be all the shares purchasable under
the within Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder
rounded up to the next higher number of shares.

                                    Name_______________________________


                                    Signature__________________________

                                    Note:   The above signature must correspond
                                            exactly with the name on the first
                                            page of this Warrant or with the
                                            name of the assignee appearing in
                                            the assignment form below.



                                      -11-
   12



                                   ASSIGNMENT

                (To be executed only upon assignment of Warrant)



        For value received, _______________________________ hereby sells,
assigns and transfers unto _______________________ the within Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ____________________ attorney, to
transfer said Warrant on the books of the within-named Company with respect to
the number of Warrants set forth below, with full power of substitution in the
premises:

                    Name(s) of
                    Assignee(s)/Address                 No. of Warrants






And if said number of Warrants shall not be all the Warrants represented by the
Warrant, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the Warrants registered by said Warrant.

                                    Name_________________________


Dated: __________________           Signature____________________

                                    Note:   The above signature must correspond
                                            exactly with the name on the face
                                            of this Warrant


                                      -12-

EX-4.6

   1
                                                                     EXHIBIT 4.6

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT.

                                                                October 14, 1999

                                     WARRANT

                  TO SUBSCRIBE FOR AND PURCHASE COMMON STOCK OF

                                MUSTANG.COM, INC.

           VOID AFTER 5:00 P.M., CALIFORNIA TIME, ON OCTOBER 10, 2004,
           OR IF NOT A BUSINESS DAY, AS DEFINED HEREIN, AT 5:00 P.M.,
           CALIFORNIA TIME, ON THE IMMEDIATELY PRECEDING BUSINESS DAY

No. Placement Agent 2

        THIS CERTIFIES that, for good and valuable consideration, FIRST SECURITY
VAN KASPER ("FSVK"), or registered assigns (the "Warrantholder"), is entitled to
subscribe for and purchase from , MUSTANG.COM, INC., a California corporation
(the "Company"), at a price of $8.775 per share (such price, as from time to
time to be adjusted as hereinafter provided, being hereinafter called the
"Warrant Price"), at any time and from time to time prior to the Expiration Date
(as defined below), up to 43,082 fully paid, nonassessable shares of Common
Stock, no par value, of the Company ("Common Stock"), subject, however, to the
provisions and upon the terms and conditions hereinafter set forth, including
without limitation the provisions of Section 2 hereof. "Expiration Date" shall
mean 5:00 P.M., California time, on October 10, 2004, , or if not a Business
Day, as defined herein, at 5:00 P.M., California time, on the immediately
preceding business day. "Business Day" shall mean a day other than a Saturday,
Sunday or other day on which banks in the State of California are authorized by
law to remain closed.

SECTION 1. EXERCISE OF WARRANT

        (a) CASH EXERCISE

        This Warrant may be exercised, at any time and from time to time prior
to the Expiration Date, by the Warrantholder, in whole or in part (but not as to
a fractional share of Common Stock and in no event for less than 500 shares
(unless less than an aggregate of 500 shares are then purchasable under all
outstanding Warrants held by a Warrantholder)), by the completion of the
subscription form attached hereto and by the surrender of this Warrant (properly
endorsed) at the Company's offices at 6200 Lake Ming Road, Bakersfield, CA 93306
(or at such other location in the United States as the Company may designate by
notice in writing to the Warrantholder at the address of the Warrantholder
appearing on the books of the Company), and by payment to the Company of the
Warrant Price, in cash or by certified or official bank check, for each share
being purchased.

        (b) NET EXERCISE

        Notwithstanding anything to the contrary contained in Section 1(a) and
subject to the last sentence of this Section 1(b), the Warrantholder may elect
to exercise this Warrant and receive shares on a "net exercise" basis in an
amount equal to the value of this Warrant by delivery of the subscription form
attached hereto and surrender of this Warrant at the principal office of the
Company, in which event the Company shall issue to Holder a number of shares
computed using the following formula:

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

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


                                      -1-
   2
                      P =    the portion of the Warrant being exercised.

                      Y =    the number of shares of Common Stock issuable
                             upon exercise of this Warrant if the Warrant were
                             exercised for cash.

                      A =    the Current Market Price (as determined pursuant
                             to Section 1(d)) of one share of Common Stock.

                      B =    Warrant Price.

Notwithstanding anything in this Warrant to the contrary, the provisions of this
Section 1(b) shall not be applicable if, at the time of exercise of this
Warrant, a registration statement under the Securities Act of 1933 covering the
resale of the shares issued upon such exercise is in effect.

        (c) PROCEDURE FOR EXERCISE

        In the event of any exercise of the rights represented by this Warrant,
a certificate or certificates for the total number of whole shares of Common
Stock so purchased, registered in the name of the Warrantholder, shall be
delivered to the Warrantholder within a reasonable time, not exceeding five
Business Days, after the rights represented by this Warrant shall have been so
exercised; and, unless this Warrant has expired, a new Warrant representing the
number of shares (except a remaining fractional share), if any, with respect to
which this Warrant shall not then have been exercised shall also be issued to
the Warrantholder within such time. With respect to any such exercise, the
Warrantholder shall for all purposes be deemed to have become the holder of
record of the number of shares of Common Stock evidenced by such certificate or
certificates from the date on which this Warrant was surrendered and if exercise
is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open. No fractional shares shall be issued upon exercise of this
Warrant and no payment or adjustment shall be made upon any exercise on account
of any cash dividends on the Common Stock issued upon such exercise. If any
fractional interest in a share of Common Stock would, except for the provisions
of this Section 1, be delivered upon any such exercise, the Company, in lieu of
delivering the fractional share thereof, shall pay to the Warrantholder an
amount in cash equal to the Current Market Price of such fractional interest, as
determined below.

        (d) CURRENT MARKET PRICE

        For any computation hereunder, the "Current Market Price" per share of
Common Stock on any date shall be deemed to be the average of the daily Market
Price per share for the 30 consecutive Trading Days commencing 45 Trading Days
before the date in question. "Market Price" is defined as the closing bid price
of such security on the principal United States securities exchange or trading
market on which such security is listed or traded as reported by the Research
Service of Nasdaq Trading and Market Services (or a comparable reporting service
of national reputation), or if the foregoing does not apply, the last reported
sale price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Nasdaq, or, if no sale price is
reported for such security by Nasdaq, the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If Market Price cannot be established as described above,
Market Price shall be the fair market value of the Common Stock as determined in
good faith by the Board of Directors. The term "Trading Day" shall mean a day on
which Nasdaq or the principal national securities exchange on which the Common
Stock is listed or admitted to trading is open for the transaction of business.

SECTION 2. ADJUSTMENTS

        The Warrant Price and the number and kind of shares issuable hereunder
shall be subject to adjustment from time to time upon the happening of certain
events as provided in this Section 2.

        (a) ADJUSTMENTS

                (1) If at any time prior to the exercise of this Warrant in
full, the Company shall (A) declare a dividend or make a distribution on the
Common Stock payable in shares of its capital stock (whether shares of Common
Stock or of capital stock of any other class); (B) subdivide, reclassify or
recapitalize its outstanding


                                      -2-
   3
Common Stock into a greater number of shares; (C) combine, reclassify or
recapitalize its outstanding Common Stock into a smaller number of shares; or
(D) issue any shares of its capital stock by reclassification of its Common
Stock (excluding any such reclassification in connection with a consolidation or
a merger), the Warrant Price in effect at the time of the record date of such
dividend, distribution, subdivision, combination, reclassification or
recapitalization shall be adjusted so that the Warrant Price shall be equal to
the price determined by multiplying the Warrant Price in effect immediately
prior to such event by a fraction, the numerator of which shall be (x) the total
number of outstanding shares of Common Stock of the Company immediately prior to
such event; and the denominator of which shall be (y) the total number of
outstanding shares of Common Stock of the Company immediately after such event
and, as so adjusted or readjusted, the Warrant Price shall remain in effect
until a further adjustment or readjustment is required by this Section 2.
Whenever the Warrant Price is adjusted pursuant to this Section 2(a)(1), the
shares issuable hereunder shall simultaneously be adjusted by multiplying the
number of shares issuable upon exercise of the Warrant immediately prior to such
event by the Warrant Price in effect on the date thereof and dividing the
product so obtained by the Warrant Price resulting from such adjustment. Any
adjustment required by this Section 2(a)(1) shall be made successively
immediately after the record date, in the case of a dividend or distribution, or
the effective date, in the case of a subdivision, combination, reclassification
or recapitalization, to allow the purchase of such aggregate number and kind of
shares.

                (2) If at any time prior to the exercise of this Warrant in
full, the Company shall make a distribution to all holders of the Common Stock
of stock of a subsidiary or other corporation or securities convertible into or
exercisable for such stock, then in lieu of an adjustment in the Warrant Price
or the number of shares of Common Stock purchasable upon the exercise of this
Warrant, the Warrantholder, upon the exercise hereof at any time after such
distribution, shall be entitled to receive from the Company the stock or other
securities to which the Warrantholder would have been entitled if the
Warrantholder had exercised this Warrant immediately prior thereto, all subject
to further adjustment as provided in this Section 2, and the Company shall
reserve, for the life of the Warrant, such securities of such subsidiary or
other corporation; provided, however, that no adjustment in respect of dividends
or interest on such stock or other securities shall be made during the term of
this Warrant or upon its exercise.

                (3) If at any time prior to the expiration of this Warrant in
full, the Company shall issue rights or warrants to all holders of Common Stock
as such entitling them to subscribe for or purchase Common Stock at a price per
share less than the Current Market Price per share on such record date, then, in
each such case the number of shares subject to this Warrant thereafter
purchasable upon the exercise of this Warrant shall be determined by multiplying
the number of shares of Common Stock theretofore purchasable upon exercise of
this Warrant by a fraction, the numerator of which shall be (x) the number of
shares of Common Stock outstanding on the date of issuance of such rights or
warrants, plus the number of additional shares of Common Stock offered for
subscription or purchase, and the denominator of which shall be (y) the number
of shares of Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of shares that the aggregate offering price of the
total number of shares of Common Stock so offered would purchase at the Current
Market Price on such record date. For purposes of this Section 2(a)(3), the
issuance of rights or warrants to subscribe for or purchase securities
convertible into Common Stock shall be deemed to be the issuance of rights or
warrants to purchase the Common Stock into which such securities are convertible
at an aggregate offering price equal to the aggregate offering price of such
securities plus the minimum aggregate amount (if any) payable upon conversion of
such securities into Common Stock. In addition to the adjustment in the number
of shares in this Section 2(a)(3), the Warrant Price per share shall be
appropriately adjusted so that the aggregate Warrant Price shall remain
constant.

                (4) If at any time prior to the exercise of this Warrant in
full, the Company shall distribute to all holders of its Common Stock evidence
of indebtedness of the Company or assets of the Company (excluding cash
dividends or distributions out of earned surplus) or rights or warrants to
subscribe for securities of the Company (excluding those referred to in Section
2(a)(3) above), then in each case the Warrant Price shall be adjusted to a price
determined by multiplying the Warrant Price in effect immediately prior to such
distribution by a fraction, the numerator of which shall be (x) the then Current
Market Price per share of Common Stock on the record date for determination of
stockholders entitled to receive such distribution, less the then fair value (as
reasonably determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights or warrants which are
applicable to one share of Common stock, and the denominator of which shall be
(y) the Current Market Price per share of Common Stock; provided, however, that
if the then Current Market Price per share of Common Stock on the record date
for determination of stockholders entitled to receive such distribution is less
than the then fair value of the portion of the assets or evidence of
indebtedness so distributed or of such subscription rights or warrants which are
applicable


                                      -3-
   4
to one share of Common Stock, the foregoing adjustment of the Warrant Price
shall not be made and in lieu thereof the number of shares purchasable upon
exercise of each Warrant immediately prior to such distribution shall be
adjusted so that the holder of such Warrant shall be entitled to receive upon
exercise of such Warrant the kind and number of assets, evidence of
indebtedness, subscription rights and warrants (or, in the event of the
redemption of such evidence of indebtedness, subscription rights or warrants,
any cash paid in respect of such redemption) that such Warrantholder would have
owned or have been entitled to receive in such distribution had such Warrant
been exercised immediately prior to the record date of such distribution.

                (5) For purposes of any computation under this Section 2(a), the
Current Market Price per share of Common Stock on any date shall be deemed
calculated as provided in Section 1(d).

                (6) No adjustment in the Warrant Price shall be required unless
such adjustment would require an increase or decrease of at least five cents
($.05) in such price; provided, however, that any adjustments which by reason of
this Section 2(a)(6) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 2(a) shall be made to the nearest cent or to the nearest one hundredth
of a share, as the case may be. Notwithstanding anything in this Section 2(a) to
the contrary, the Warrant Price shall not be reduced to less than the then
existing par value of the Common Stock as a result of any adjustment made
hereunder.

                (7) In the event that at any time, as the result of any
adjustment made pursuant to this Section 2(a), the Warrantholder thereafter
shall become entitled to receive any securities other than Common Stock,
thereafter the number of such other securities so receivable upon exercise of
this Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Section 2(a).

        (b) NO ADJUSTMENT FOR DIVIDENDS

        Except as provided in Section 2(a) of this Agreement, no adjustment in
respect of any cash dividends shall be made during the term of this Warrant or
upon the exercise of this Warrant.

        (c) PRESERVATION OF PURCHASE RIGHTS IN CERTAIN TRANSACTIONS

        In case of any consolidation of the Company with or merger of the
Company into another corporation or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the Company or such successor or purchasing corporation, as the case
may be, shall execute an agreement with the Warrantholder whereby the
Warrantholder shall have the right thereafter upon payment of the Warrant Price
in effect immediately prior to such action to purchase upon exercise of the
Warrant the kind and amount of shares and other securities and property which
the Warrantholder would have owned or have been entitled to receive after the
happening of such consolidation, merger, sale or conveyance had the Warrant been
exercised immediately prior to such action. The Company shall mail by first
class mail, postage prepaid, to the Warrantholder, notice of the execution of
any such agreement. Such agreement shall provide for adjustments, which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 2. The provisions of this Section 2 shall similarly apply to
successive consolidations, mergers, sales or conveyances. The Warrantholder
shall be under no duty or responsibility to determine the correctness of any
provisions contained in any such agreement relating either to the kind or amount
of shares of stock or other securities or property receivable upon exercise of
warrants or with respect to the method employed and provided therein for any
adjustments.

        (d) FORM OF WARRANT AFTER ADJUSTMENTS

        The form of this Warrant need not be changed because of any adjustments
in the Warrant Price or the number or kind of the shares purchasable pursuant to
this Warrant, and Warrants theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in this
Warrant, as initially issued; provided, however, that the Company may, at any
time in its sole discretion (which shall be conclusive), make any change in the
form of Warrant certificate that it may deem appropriate and that does not
affect the substance thereof. Any Warrant certificate thereafter issued, whether
upon registration of transfer of, or in exchange or substitution for, an
outstanding Warrant certificate may be in the form so changed.


                                      -4-
   5
        (e) TREATMENT OF WARRANTHOLDER

        Prior to due presentment for registration of transfer of this Warrant,
the Company may deem and treat the Warrantholder as the absolute owner of this
Warrant (notwithstanding any notation of ownership or other writing hereon) for
all purposes and shall not be affected by any notice to the contrary.

        (f) NOTICE OF ADJUSTMENT

        Upon any adjustment under this Section 2, then and in each such case the
Company shall give written notice thereof, by first-class mail, postage prepaid,
addressed to the Warrantholder at the address of such holder as shown on the
books of the Company, which notice shall state the Warrant Price and the number
or kind of the shares purchasable pursuant to this Warrant resulting from such
adjustment, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

        (g) STOCK TO BE RESERVED

        The Company will at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issuance upon the exercise of
this Warrant as herein provided, such number of shares of Common Stock as shall
then be issuable upon the exercise of this Warrant. The Company covenants that
all shares of Common Stock which shall be so issued, upon full payment of the
Warrant Price therefore or as otherwise set forth herein, shall be duly and
validly issued and fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issue thereof, and, without limiting the
generality of the foregoing, the Company covenants that it will from time to
time take all such action as may be required to ensure that the par value per
share, if any, of the Common Stock is at all times equal to or less than the
effective Warrant Price. The Company will take all such action as may be
necessary to ensure that all such shares of Common Stock may be so issued
without violation of any applicable law or regulation, or of any requirement of
any national securities exchange or automated quotation system upon which the
Common Stock of the Company may be listed. The Company will not take any action
that results in any adjustment under this Section 2, if the total number of
shares of Common Stock issued and issuable after such action upon exercise of
this Warrant would exceed the total number of shares of Common Stock then
authorized by the Company's Certificate of Incorporation. The Company has not
granted and will not grant any right of first refusal with respect to shares
issuable upon exercise of this Warrant, and there are no preemptive rights
associated with such shares.

        (h) ISSUE TAX

        The issuance of certificates for shares of Common Stock upon exercise of
any Warrant shall be made without a charge to the Warrantholder for any issuance
tax in respect thereof, provided that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of the Warrantholder.

        (i) CLOSING OF BOOKS

        The Company will at no time close its transfer books against the
transfer of the shares of Common Stock issued or issuable upon the exercise of
this Warrant in any manner that interferes with the timely exercise of this
Warrant.

        (j) DEFINITION OF COMMON STOCK

        As used herein the term "Common Stock" shall mean and include the Common
Stock, par value $0.01, of the Company as authorized on the date hereof, or
shares of any class or classes resulting from any recapitalization or
reclassification thereof which are not limited to any fixed sum or percentage
and are not subject to redemption by the Company and in case at any time there
shall be more than one such resulting class, the shares of each class then so
issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassification bears to the total
number of shares of all such classes resulting from all such reclassification.


                                      -5-
   6
SECTION 3. REGISTRATION RIGHTS

        The Company and the Warrantholder hereby adopt, incorporate and make a
part of this Agreement each of the provisions, rights, duties, obligations,
representations, conditions and responsibilities of the respective parties to
that certain Registration Rights Agreement dated as of October 14, 1999 (the
"Registration Rights Agreement") by and between the Company and the Initial
Investors (as defined in the Registration Rights Agreement) as though
Warrantholder was party to the Registration Rights Agreement as an Initial
Investor and as though such Registration Rights Agreement were fully set forth
herein with the following exceptions:

                (a) As used in the Registration Rights Agreement

                        (i) "Investors" shall mean Warrantholder;

                        (ii) "Registrable Securities" shall mean the shares of
Common Stock issuable upon exercise of this Warrant and any shares of capital
stock issued or issuable, from time to time (with any adjustments), as a
distribution on or in exchange for or otherwise with respect to thereto; and

                (b) The provisions of the second paragraph of Section 2(c) of
the Registration Rights Agreement entitled "Payments by the Company" shall be
inapplicable.

SECTION 4. NOTICES OF RECORD DATES

        In the event of:

                (a) any taking by the Company of a record of the holders of any
                    class of securities for the purpose of determining the
                    holders thereof who are entitled to receive any dividend or
                    other distribution (other than cash dividends out of earned
                    surplus), or any right to subscribe for, purchase or
                    otherwise acquire any shares of stock of any class or any
                    other securities or property, or to receive any right to
                    sell shares of stock of any class or any other right, or

                (b) any capital reorganization of the Company, any
                    reclassification or recapitalization of the capital stock of
                    the Company or any transfer of all or substantially all the
                    assets of the Company to or consolidation or merger of the
                    Company with or into any other corporation or entity, or

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

then and in each such event the Company will give notice to the Warrantholder
specifying (1) the date on which any such 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, and (2) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, 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 will be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be given at least 20 days and not more than 90
days prior to the date therein specified, and such notice shall state that the
action in question or the record date is subject to the effectiveness of a
registration statement under the Securities Act or to a favorable vote of
stockholders, if either is required. Failure to mail or receive such notice or
any defect therein shall not affect the validity of any action with respect
thereto.

SECTION 5. NO STOCKHOLDERS RIGHTS OR LIABILITIES

        This Warrant shall not entitle the Warrantholder to any voting rights or
other rights as a stockholder of the Company. No provision hereof, in the
absence of affirmative action by the Warrantholder to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of the
Warrantholder shall give rise to any liability of such Warrantholder for the
Warrant Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.


                                      -6-
   7
SECTION 6. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT

        In case the certificate or certificates evidencing the Warrants shall be
mutilated, lost, stolen or destroyed, the Company shall, at the request of the
Warrantholder, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated certificate or certificates, or in lieu of and
substitution for the certificate or certificates lost, stolen or destroyed, a
new Warrant certificate or certificates of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of such Warrant and an agreement
of indemnity, if requested.

SECTION 7. NOTICES

        All notices, requests and other communications required or permitted to
be given or delivered hereunder shall be in writing, and shall be delivered, or
shall be sent by certified or registered mail or overnight courier, postage
prepaid, or by facsimile,

                (a) If to a Warrantholder or a holder of shares issued upon
exercise of this Warrant, addressed to

                      First Security Van Kasper
                      600 California Street, Suite 1700
                      San Francisco, CA 94108
                      Telephone No.:  (415) 675-2490
                      Facsimile No.:   (415) 954-8309
                      Attention:    Ronald F. Richards
                                    Senior Vice President

                (b) If to the Company addressed to it If to the Company:

                      Mustang Software, Inc.
                      6200 Lake Ming Road
                      Bakersfield CA 93306

                      Telephone No.: (661) 873-2580
                      Facsimile No.: (661) 873-2474
                      Attention:     Donald M Leonard, Vice President Finance
                                     and Chief Financial Officer


                                      -7-
   8
                      with a copy to:

                      Freshman, Marantz, Orlanski, Cooper & Klein
                      9100 Wilshire Boulevard, Eighth Floor, East Tower
                      Beverly Hills, CA 90212-3480

                      Telephone No.: (310) 273-9710
                      Facsimile No.: (310) 274-8357
                      Attention:     Mark A. Klein, Esq.

        Each party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other party.

SECTION 8. Representations and Warranties of Warrantholder.

                (a) Acquisition for Own Account. Warrantholder is acquiring the
Warrant and the shares of Common Stock upon exercise thereof ("Securities") for
Warrantholder's own account and not with a present view towards the distribution
thereof. Warrantholder understands that Warrantholder must bear the economic
risk of this investment indefinitely, unless the Securities are registered
pursuant to the Securities Act and any applicable state securities or blue sky
laws or an exemption from such registration is available, and that the Company
has no present intention of registering any of the Securities other than as
contemplated by the Registration Rights Agreement. Notwithstanding anything in
this Section 8(a) to the contrary, by making the foregoing representation,
Warrantholder does not agree to hold the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in
accordance with or pursuant to a registration statement or an exemption from
registration under the Securities Act and any applicable state securities laws.

                (b) Information. Warrantholder has been furnished all materials
relating to the business, finances and operations of the Company and materials
relating to the issuance of the Securities, which have been requested by
Warrantholder. Warrantholder has been afforded the opportunity to ask questions
of the Company and has received what Warrantholder believes to be satisfactory
answers to any such inquiries. Warrantholder understands that its investment in
the Securities involves a high degree of risk.

                (c) Governmental Review. Warrantholder understands that no
United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the
Securities.

                (d) Authorization; Enforcement. Warrantholder has the requisite
power and authority to enter into and perform its obligations under this Warrant
and to purchase the shares in accordance with the terms hereof. This Warrant has
been duly and validly authorized, executed and delivered on behalf of
Warrantholder and is a valid and binding agreement of Warrantholder enforceable
against Warrantholder in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other laws affecting creditors' rights and remedies generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

                (e) Transfer or Resale. Warrantholder understands that (i)
except as provided in the Registration Rights Agreement, the Securities have not
been and are not being registered under the Securities Act or any state
securities laws, and may not be transferred unless (A) subsequently registered
thereunder, or (B) Warrantholder shall have delivered to the Company an opinion
of counsel reasonably acceptable to the Company (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable
transactions) to the effect that the Securities to be sold or transferred may be
sold or transferred under an exemption from such registration, or (C) sold under
Rule 144 promulgated under the Securities Act (or a successor rule), or (D) sold
or transferred to an employee or other affiliate of Warrantholder pursuant to an
exemption under the Securities Act; and (ii) neither the Company nor any other
person is under any obligation to register such Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of
any exemption thereunder, in each case, other than pursuant to the Registration
Rights Agreement.


                                      -8-
   9
                (f) Legend. Warrantholder understands that this Warrant and the
shares of Common Stock issuable upon exercise of this Warrant and, until such
time as the shares of Common Stock issuable upon exercise of this Warrant have
been registered under the Securities Act as contemplated by the Registration
Rights Agreement or otherwise may be sold by Warrantholder under Rule 144, the
certificates for the shares may bear a restrictive legend in substantially the
following form:

        These securities have not been registered under the Securities Act of
        1933, as amended, or the securities laws of any state of the United
        States. The securities represented hereby may not be offered or sold in
        the absence of an effective registration statement for the securities
        under applicable securities laws unless offered, sold or transferred
        under an available exemption from the registration requirements of those
        laws.

The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of any Security upon which it is
stamped, if (a) the sale of such Security is registered under the Securities Act
or (b) in connection with the resale of such Security, such holder provides the
Company with an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public sale
or transfer of such Security may be made without registration under the
Securities Act or (c) such holder provides the Company with reasonable
assurances that such Security can be sold under Rule 144(k). Warrantholder
agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, pursuant to an effective registration
statement or under an exemption from the registration requirements of the
Securities Act.

                (g). Accredited Investor Status. Warrantholder is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D. .

SECTION 9. AMENDMENTS AND WAIVERS

        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.

SECTION 10. SEVERABILITY

        If one or more provisions of this Warrant are held to be unenforceable
under applicable law, such provisions shall be excluded from this Warrant, and
the balance of this Warrant shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

SECTION 11. GOVERNING LAW

        THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE
STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

SECTION 12. HEADINGS

        The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect any of the terms hereof.

SECTION 13. COUNTERPARTS

        This Warrant may be executed in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -9-
   10

        IN WITNESS WHEREOF, the Company and FSVK have executed this Warrant on
and as of the day and year first above written.

                                    MUSTANG.COM, INC.,
                                    a California corporation

                                    By:
                                        ----------------------------------------
                                           Donald M. Leonard
                                    Its: Vice President, Finance and Chief
                                         Financial Officer

Attest:


- -----------------------



                                    FIRST SECURITY VAN KASPER


                                    By:
                                        ----------------------------------------
                                           -----------------------------
                                    Its:
                                         ---------------------------------------


                                      -10-
   11
                                SUBSCRIPTION FORM

               (To be executed upon exercise of this Warrant)

Mustang Software, Inc.
6200 Lake Ming Road
Bakersfield CA 93306

Attention:     Donald M Leonard, Vice President Finance and
               Chief Financial Officer

        The undersigned hereby irrevocably elects to exercise the right of
purchaser represented by the within Warrant for, and to purchase thereunder,
______________ shares of Common Stock, as provided for therein, and either
tenders herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of $_____________ or, if the
undersigned elects pursuant to Section 1(b) of the within Warrant to convert
such Warrant into Common Stock a net issuance basis, the undersigned exercises
the within Warrant by exchange under the terms of Section 1(b).

        Please issue a certificate or certificates for such Common Stock in the
name of, and pay any cash for any fractional share to:

                                    Name:
                                           -------------------------------------

                                    Address:

                                    Social
                                    Security No:

        If said number of shares shall not be all the shares purchasable under
the within Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder
rounded up to the next higher number of shares.

                                    Name
                                          --------------------------------------

                                    Signature
                                              ----------------------------------

                                    Note:   The above signature must correspond
                                            exactly with the name on the first
                                            page of this Warrant or with the
                                            name of the assignee appearing in
                                            the assignment form below.

                                      -11-
   12
                                   ASSIGNMENT

               (To be executed only upon assignment of Warrant)

        For value received, _______________________________ hereby sells,
assigns and transfers unto _______________________ the within Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ____________________ attorney, to
transfer said Warrant on the books of the within-named Company with respect to
the number of Warrants set forth below, with full power of substitution in the
premises:

                      Name(s) of
                      Assignee(s)/Address                 No. of Warrants





And if said number of Warrants shall not be all the Warrants represented by the
Warrant, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the Warrants registered by said Warrant.

                                    Name
                                          --------------------------------------

Dated:                              Signature
      -------------------                     ----------------------------------

                                    Note:   The above signature must correspond
                                            exactly with the name on the face
                                            of this Warrant

                                      -12-

EX-23.1

   1
                                                                    EXHIBIT 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in the registration statement on Form S-3 of Mustang.com, Inc. of our
report dated January 29, 1999, included in Mustang Software, Inc.'s Form 10-KSB
for the year ended December 31, 1998 and to all references to our Firm included
in or made a part of its registration statement.


/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP

Los Angeles, California
November 11,1999

S-3

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