As filed with the Securities and Exchange Commission on January 17, 2000
Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

EXPERTELLIGENCE, INC.
(Exact name of Registrant as specified in its charter)
California 95-3506403
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
25 East Ortega Street
Santa Barbara, California 93101
(805) 962-2558
(Address of Principal Executive Offices)

WARRANT AGREEMENT
(Full titles of the Plan)

Denison W. Bollay
25 East Ortega Street
Santa Barbara, California 93101
(805) 962-2558
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Bruce W. McRoy, Esq.
Reicker, Clough, Pfau & Pyle LLP
1421 State Street., Suite B
Santa Barbara, California 93101
(805) 966-2440

                                                          CALCULATION OF
REGISTRATION FEE
TITLE OF CLASS OF SECURITIES TO BE REGISTERED
Common Stock, no par value

AMOUNT TO BE REGISTERED**
20,000 shares

PROPOSED MAXIMUM OFFERING PRICE PER SHARE
$ 19.00

PROPOSED MAXIMUM AGGREGATE OFFERING
$380,000

AMOUNT OF REGISTRATION FEE*
$100.32

 * Estimated solely for the purpose of calculating the registration fee.
** The share covered by this Registration Statement represents 20,000 shares
of Common Stock issuable upon exercise of a Warrant issued to a consultant
to the Company.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Registrant's Annual Report on Form 10-K for its fiscal year ended
September 30, 1999 (Commission file number 0-11596);
(2) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A (Registration No. 0-11596) under the
Securities Exchange Act of 1934, including any amendment or report
subsequently filed by Registrant for the purpose of updating that
description.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered under
this Registration Statement have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Counsel for Registrant, Reicker, Clough, Pfau & Pyle LLP, has rendered an
opinion to the effect that Registrant's shares of Common Stock covered by
the Registration Statement will be duly and validly issued, fully paid
and non-assessable upon issuance.
Bruce W. McRoy, is a partner in the firm of Reicker Clough, Pfau & Pyle LLP.
Mr. McRoy owns 1,000 shares of Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
The Board of Directors of Registrant has resolved to indemnify the officers
and director of Registrant to the full extent permitted by Section 317 of the
California General Corporation Law, and Article VI of Registrant's Bylaws
provides for indemnification of officers and directors to the same extent.
Section 317 of the California General Corporation Law makes provision for
the indemnification of officers and directors under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933. On January 27, 1988, Registrant's Board of
Directors approved amendments to Registrant's Articles of Incorporation
providing for the indemnification of directors and officers of the Company
to the fullest extent permitted under California law. These amendments
limit the personal monetary liability of directors in performing their duties
on behalf of Registrant, to the extent permitted by the California General
Corporation Law, and permit Registrant to indemnify its directors and
officers against certain liabilities and expenses, to the extent permitted by
the
California General Corporation Law. These amendments and the entering into
of indemnification agreements were approved by Registrant's stockholders at the
annual stockholders' meeting held on March 30, 1988. In addition,
Registrant maintains a directors' and officers' liability insurance policy
that insures its directors and officers against certain liabilities,
including certain liabilities under the Securities Act of 1933.
Item 7. Exception from Registration Claimed
Not applicable.
Item 8. Exhibits
The following Exhibits are filed as a part of this Registration Statement:
4.1 Stock Option Agreement dated September 30, 1999.
5.1 Opinion of Reicker, Clough, Pfau & Pyle, LLP
24.1 Consent of McGowan Guntermann
24.2 Consent of Reicker, Clough, Pfau & Pyle, LLP (included in Opinion of
Reicker, Clough Pfau & Pyle, LLP filed as Exhibit 5.1 herein).
Item 9. Undertakings
(a) 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 to include any
material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "Securities Act"), 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.
(a) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the California General Corporation Law, the
Certificate
of Incorporation or the Bylaws of Registrant, Indemnification Agreements
entered into between Registrant and its officers and directors, or
otherwise,
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 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by 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 hereunder,
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 and will be governed by the final
adjudication of such issue.
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there
unto duly authorized, in the City of Santa Barbara, State of California, on
February 08, 2000.
EXPERTELLIGENCE, INC.

By /s/ Denison W. Bollay
Denison W. Bollay, President

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


/s/ Denison W. Bollay
Denison W. Bollay
President, and Director
February 08,2000
/s/ Robert W. Reali
Robert W. Reali
Secretary, Treasurer and Director
(Principal Financial and
Accounting Officer)
February 08,2000



EXHIBIT INDEX
Exhibit Number
Description of Item
Sequential Page
4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR
FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR AN
OPINION OF COUNSEL SKILLED IN SECURITIES LAWS MATTERS AND
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGIS-
TRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
WARRANT 0
to Purchase Common Stock
of
EXPERTELLIGENCE, INC.
Expiring January 14, 2002

Number of Shares: 20,000

THIS IS TO CERTIFY THAT:
1. Grant. For valuable consideration, receipt of which is hereby
acknowledged, EMILY OSTLER ("Holder") is entitled to purchase from
EXPERTELLIGENCE, INC., a California corporation (the "Company"), at
any time on and after the date of issuance of this Warrant (the "Issue
Date"),
but not later than 5:00 p.m. (California time) on January 14, 2002, (the
"Expiration Date"), Twenty Thousand (20,000) shares of Common Stock of
the Company (the "Shares"), at an exercise price of Four Dollars ($4.00) per
share (the "Exercise Price") and to exercise the other rights, powers and
privileges specified herein.
2. Definitions. As used in this Warrant, the following terms shall have
the following meanings.
"Common Stock" means the Company's Common Stock as such class
of security existed on the Issue Date and any stock into which such Common
Stock may thereafter be changed.
"Holder" of any security means the record owner of such security.
"Person" means and includes all natural persons, corporations,
business trusts, associations, companies, partnerships, limited liability
companies, joint ventures and other entities and governments, agencies and
political subdivisions.
3. Exercise of Warrant.
3.1. Right. The Holder of this Warrant may, at any time on and
after the Issue Date, but not later than 5:00 p.m. (California time) on the
Expiration Date, exercise this Warrant in whole at any time or in part from
time to time for the purchase of the shares of Common Stock which such
Holder is then entitled to purchase hereunder, at the exercise price per
share determined in accordance with the provisions hereof; provided that each
exercise of this Warrant must be with respect to a number of shares equal to
not less than the lesser of one hundred (100) shares and the total number of
shares with respect to which this Warrant is then exercisable. A notice of
exercise of this Warrant delivered by the Holder which is with respect to a
number of Shares less than the minimum number of Shares determined
pursuant to the preceding sentence shall be null and void.
3.2. Delivery. In order to exercise this Warrant in whole or in
part, the Holder hereof shall deliver to the Company at its principal office
(a) a written notice, substantially in the form set forth on Exhibit A hereto,
 of such Holder's election to exercise this Warrant, which notice shall
specify the number of shares of Common Stock to be purchased, (b), subject to
 the provisions of Section 6.3 hereof, a certified or bank cashier's check or
checks payable to the Company, in an amount equal to the aggregate
exercise price of the shares of Common Stock being purchased, and (c) this
Warrant. Upon receipt thereof, the Company shall, as promptly as
practicable and in any event within five (5) business days (if the place of
delivery specified in the exercise notice is located in the United States) or
within ten (10) business days (if the place of delivery specified in the
exercise notice is located elsewhere) thereafter, cause to be executed and
delivered to such Holder a certificate or
certificates representing the aggregate number of shares of Common Stock
specified in said notice. Such certificate(s) shall be deemed to have been
issued and such Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares as of the
date of said notice. If this Warrant shall have been exercised only in
part, the Company shall, at the time of delivery of such stock certificate or
certificates, deliver to such Holder a new Warrant evidencing the rights of
such Holder to purchase the remaining shares of Common Stock covered by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant.
3.3. Expenses. The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation, issue and delivery
of stock certificates under this Warrant, except that, in case such stock
certificates shall be registered in a name or names other than the name of the
Holder of this Warrant, funds sufficient to pay all stock transfer taxes
which shall be payable upon the issuance of such stock certificate or
certificates shall be paid by the Holder at the time of the delivery of the
notice of exercise mentioned above.
3.4. Valid Issuance. All shares of Common Stock issuable upon
the exercise of this Warrant shall, when issued and upon receipt of the
Exercise Price therefor, be validly issued, free from preemptive rights
(other than any such rights of the Holder), fully paid and nonassessable.
3.5. No Fractional Shares. The Company shall not be required
upon any exercise of this Warrant to issue a certificate representing any
fraction of a share of Common Stock, but, in lieu thereof, shall pay for
such fraction of a share at the Exercise Price in effect on the date of such
exercise of this Warrant.
4. Adjustment of Rights. The number of shares of Common Stock and
the Exercise Price specified in Section 1 hereof shall be subject to
adjustment from time to time as hereinafter provided in this Section
4.1. Stock Splits and Dividends. In case at any time or from time
to time the Company shall subdivide as a whole, by reclassification, by the
issuance of a stock dividend on the Common Stock payable in Common
Stock, or otherwise, the number of shares of Common Stock then outstanding
into a greater number of shares of Common Stock, with or without par value,
the Exercise Price then in effect shall be reduced proportionately and the
number of shares of Common Stock which may be purchased under this
Warrant shall be increased proportionately. In case at any time or from
time to time the Company shall consolidate as a whole, by reclassification or
otherwise, the number of shares of Common Stock then outstanding into a
lesser number of shares of Common Stock, with or without par value, the
Exercise Price then in effect shall be increased proportionately and the
number of shares of Common Stock which may be purchased hereunder shall be
reduced proportionately.
4.2. Merger or Consolidation. Subject to the provisions of Section
6 of this Warrant, in case the Company shall enter into any agreement (a)
for the consolidation with or merger of the Company into any other corporation
wherein (i) the Company is not the surviving corporation or (ii) the Company
is the surviving corporation but the transaction is effected as a reverse
triangular merger, a downstream merger, or a similar transaction as a result
of which the other corporation, or its shareholders, acquire control of more
than fifty percent (50%) of the voting securities of the Company, or (b) for
the sale of 80% or more of the issued and outstanding capital stock of the
Company, or (c) for the sale or conveyance of all or substantially all of the
Company's assets, and in connection with such consolidation, merger, sale or
conveyance, shares of stock or other securities or property shall be issuable
or deliverable in exchange for the Common Stock of the Company, the Holder of
this Warrant shall thereafter be entitled to purchase pursuant to this Warrant
(in lieu of the number of shares of Common Stock which such Holder would have
been entitled to purchase immediately prior to such consolidation, merger,
sale or conveyance) the shares of stock or other securities or property to
which such number of shares of Common Stock would have been entitled at the
time of such consolidation, merger, sale or conveyance, at an aggregate
purchase price equal to the aggregate Exercise Price which would have been
payable if such number of shares of Common Stock had been purchased
immediately prior thereto. In case of any such consolidation, merger, sale or
conveyance, appropriate provision (as determined by resolution of the Board
of Directors of the Company) shall be made with respect to the rights and
interests thereafter of the Holder of this Warrant, to the end that all the
provisions of this Warrant (including the adjustment provisions) shall
thereafter be applicable, as nearly as reasonably practicable, in relation to
such stock or other securities or property.
4.3. Reorganization and Reclassification. In case of any capital
reorganization or any reclassification of the capital stock of the Company
(except as provided in Section 4.1) the Holder of this Warrant shall
thereafter be entitled to purchase pursuant to this Warrant (in lieu of the
 number of shares of Common Stock which such Holder would have been entitled
 to purchase immediately prior to such reorganization or reclassification) the
shares of stock of any class or classes or other securities or property to
which such number of shares of Common Stock would have been entitled at the
time of such reorganization or reclassification, at an aggregate purchase price
equal to the aggregate Exercise Price which would have been payable if such
number of shares of Common Stock had been purchased immediately prior to
such reorganization or reclassification. In case of any such reorganization
or recapitalization, appropriate provision (as determined by resolution of the
Board of Directors of the Company) shall be made with respect to the rights
and interests thereafter of the Holder of this Warrant, to the end that all
of the provisions of this Warrant (including the adjustment provisions) shall
thereafter be applicable, as nearly as reasonably practicable, in relation
to such stock or other securities or property.
4.4. Statement of Adjustment. Whenever the Exercise Price
and/or the number of shares of Common Stock subject to this Warrant are
adjusted pursuant to this Section 4, the Company shall prepare a written
statement signed by an officer of the Company setting forth the adjusted
Exercise Price and the number of shares purchasable under this Warrant,
determined as provided in this Section 4, and the facts requiring such an
adjustment. Such statement shall be filed among the permanent records of
the Company and a copy thereof shall be furnished to the Holder of this
Warrant and shall at all reasonable times during business hours be open to
inspection by the Holder of the Warrant. The Company shall promptly cause a
copy of such notice to be mailed, first class postage prepaid, to the Holder
of record of this Warrant.
5. Reservation of Stock.
5.1. Reservation. The Company covenants that it will reserve and
set apart and have at all times a number of authorized but unissued shares
of Common Stock, or other stock or securities deliverable pursuant to this
Warrant, sufficient to enable the Company at any time to fulfill all of its
obligations under this Warrant. The Company covenants that, at any time
when the Common Stock is listed on any national securities exchange, the
Company will, if permitted by the rules of such exchange, list and keep
listed on such exchange, upon official notice of issuance, all shares of
Common Stock issuable upon the exercise of this Warrant.
5.2. Approvals. The Company covenants that if any shares of
Common Stock, or other stock or securities, required to be reserved for
issuance upon the exercise of this Warrant require registration with or
approval of any governmental authority under federal or state law, before
such shares may be validly issued upon exercise of this Warrant, the Company
will, in good faith and as expeditiously as possible, endeavor to cause such
shares to be duly registered or approved.
6. Company's Right of Acceleration.
6.1. Right to Accelerate. Notwithstanding anything in this
Warrant to the contrary, (a) if the Company or the shareholders of the
Company enter into a bona fide agreement (i) for the consolidation with or
merger of the Company into any other corporation wherein (A) the Company
is not the surviving corporation or (B) the Company is the surviving
corporation but the transaction is effected as a reverse triangular merger,
a downstream merger, or a similar transaction as a result of which the other
company, or its shareholders, acquire control of more than fifty percent
(50%) of the voting securities of the Company, or (ii) for the sale of 80% or
more of the issued and outstanding capital stock of the Company, or (iii) the
sale or conveyance of all or substantially all of the Company's assets and (b)
as a condition of the consummation of any such agreement the surviving
corporation, or the disappearing corporation which is not the Company, or
the purchaser(s) of the capital stock or assets, require that this Warrant
either be exercised or canceled prior to the consummation of such agreement,
then the Company shall have the right to give the Holder notice of such
condition and demand that the Holder deliver to the Company within thirty (30)
days after the Company's delivery of such notice written notice of (I) the
Holder's exercise in full of this Warrant, or (II) the Holder's consent to the
cancellation of this Warrant pursuant to this Section 6, or (III) the Holder's
exercise in part of this Warrant and consent to the cancellation of the
unexercised portion of this Warrant pursuant to this Section 6.
6.2. Consideration. In full consideration for the Holder's
cancellation of this Warrant pursuant to this Section 6, the Company shall
pay to the Holder in cash the sum of One Hundred Dollars ($100.00) if this
Warrant is canceled in full, or the applicable proportionate amount thereof
if this Warrant is canceled in part.
6.3. Net Issue Exercise.
6.3.1. If the Company has the right to accelerate the exercise
of the Warrant under this Section 6.1, and the value of the per share
consideration that would be received by the Holder in the transaction
described in Section 6.1, above, if this Warrant had been exercised in full
immediately prior to the closing of such transaction, is less than Two
Hundred Percent (200%) of the then Exercise Price of the Warrant, then the
Holder
may exercise the Warrant in accordance with the provisions of this Section
6.3.2. If Holder elects to exercise the Warrant under Section
6.3, the Company shall issue to Holder a number of shares of Common Stock
computed using the following formula:
X = (Y)(A-B)
A
Where X = The number of shares of Common
Stock to be issued to Holder
Y = The number of shares of Common
Stock purchasable under this Warrant
A = The value of the consideration that
would be received in the Section 6.1
transaction
B = Exercise Price (as adjusted to the
date of the Section 6.1 transaction)
6.3.3. The Board of Directors of the Company shall
determine in good faith the value of the per share consideration that would
be received by the Holder in the Section 6.1 transaction, which determination
shall be conclusive for all purposes.
6.4. Power of Attorney. If the Holder does not deliver any such
written notice to the Company within such 30-day period, for all purposes
the Holder shall be conclusively deemed to have consented to the cancellation
of this Warrant in full and to the appointment of the President of the Company
as the Holder's attorney-in-fact, with right of substitution, for the sole
purpose of effecting such cancellation. The President of the Company, if
appointed attorney-in-fact for the Holder of this Warrant pursuant to the
provisions of the preceding sentence, may effect the cancellation of this
Warrant or the remaining unexercised portion of this Warrant by delivery to
the Holder of this Warrant of payment in cash of the full consideration for
the cancellation of this Warrant and this Warrant shall be canceled for all
purposes upon delivery of such consideration to the Holder hereof and the
consummation of the transaction with respect to which notice was given to the
Holder hereof.
The Holder of this Warrant acknowledges that the grant of the foregoing
power-of-attorney is coupled with an interest and shall survive the death or
disability of the Holder.
6.5. Termination. If the transaction contemplated by any
agreement described in Section 6.1 hereof and entered into by the Company or
the shareholders of the Company is not consummated or the parties abandon
any such agreement, the Company shall notify the Holder of this Warrant of
such event, the notice previously given by the Company with respect to such
agreement shall be canceled, and the Holder of this Warrant shall have no
further obligation to exercise or cancel this Warrant by reason of the
notice from the Company; provided that the provisions of this Section 6 shall
survive the cancellation of any notice from the Company and shall apply to any
subsequent agreement entered into by the Company or the shareholders of the
Company to the same extent as if they had not entered into any prior
agreement.
7. Notices.
7.1. Notice Events. In case the Company proposes:
(a) to pay any dividend upon any class of its stock which
is payable in stock (of any class or classes) or to make
any distribution to the Holders of any class of its
stock; or
(b) to issue or grant any rights or options with respect to
the Common Stock; or
(c) to effect any capital reorganization or reclassification
of capital stock of the Company; or
(d) to consolidate with, or merge into, any other
corporation or to transfer its property as an entirety or
substantially as an entirety; or
(e) to convey, sell or distribute all or substantially all of
its assets or to divide the business or ownership of the
Company; or
(f) to effect the liquidation, dissolution or winding up of
the Company;
then the Company shall cause notice of such intended action to be given to
the Holder of this Warrant not less than thirty (30) days prior to the date on
which the transfer books of the Company shall close or a record be taken for
such stock dividend, distribution, issuance or grant, or the date when such
issuance, grant, capital reorganization, reclassification, consolidation,
merger, liquidation, dissolution or winding up shall be effective, as the
case may be.
7.2 Addresses. Any notice or other document required or
permitted to be given or delivered to the Holder of this Warrant shall be
personally delivered, or mailed by first class mail, registered or
certified, postage prepaid and return receipt requested, or sent by facsimile,
e-mail or other form of electronic transmission, to the Holder at 12
Harrisburg, Irvine, California 92620, Facsimile No. (949) ________, e-mail:
______________________, or such other address as shall have been
furnished to the Company by the Holder of record of this Warrant. Any
notice or other document required or permitted to be given or delivered to
the Company shall be personally delivered, or mailed by first class mail,
registered or certified, postage prepaid and return receipt requested, or
sent by facsimile, e-mail or other form of electronic transmission, to the
principal office of the Company at 25 East Ortega Street, Santa Barbara, CA
93101, Attention: Denison W. Bollay, President, Facsimile No. (805) 962-5188,
e- mail: denny@expertelligence .com or such other address as shall have been
furnished by the Company to the Holder of record of this Warrant. All
notices and other documents given under this Warrant shall be deemed to have
been duly given when delivered, if personally delivered, five (5) days after
mailing, if mailed, and when transmitted if sent by facsimile or other form of
electronic transmission. If this Warrant has been issued in the name of more
than one person, the Company's delivery of notice to any one of such persons
shall constitute notice to all of such persons and the Company may
conclusively rely on any notice or other communication from any one of such
persons as constituting such notice or communication from all of such persons.
8. Securities Law. Neither the sale and issuance of this Warrant nor the
sale and issuance of any shares of Common Stock or other stock and
securities issuable upon the exercise of this Warrant have been registered
under the Securities Act. Neither this Warrant nor any shares of Common Stock
or other stock or securities issued upon the exercise of this Warrant may be
resold unless and until they have been registered under the Securities Act or
pursuant to the terms of an applicable exemption from registration under the
Securities Act. The Company may place such restrictive legends on this Warrant
and
any certificates and other documents evidencing any shares of Common Stock
or other stock and securities issued upon exercise of this Warrant as the
Company deems appropriate for purposes of complying with any federal or
state securities laws.
9. Limitation of Liability. The Holder of this Warrant shall have no
rights as a shareholder of the Company unless and until the Holder properly
exercises this Warrant and the Company issues to the Holder shares of
Common Stock, or stock or other securities, of the Company by reason of
such exercise. No provision hereof, in the absence of affirmative action by
the Holder hereof to purchase shares of Common Stock, 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 stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
10. Assignment. The Holder of this Warrant may not assign all or any
portion of his right, title and interest under this Warrant to any person
without receiving the Company's prior, written approval.
11. Interpretation. All pronouns and any variation thereof shall be
deemed to refer to the masculine, feminine, or neuter and to the singular or
plural, as the identity of the person or persons may require for proper
interpretation of this Warrant.
12. Governing Law. This Warrant shall be construed in accordance with,
and governed by, the laws of the State of California, in which it is being
executed, delivered, and is to be performed.
13. Arbitration. Unless the relief sought requires the exercise of the
equity powers of a court of competent jurisdiction, any dispute arising in
connection with the interpretation or enforcement of the provisions of this
Warrant, or the application or validity thereof, shall be submitted to
arbitration. Such arbitration proceedings shall be held in Santa Barbara,
California, before three (3) arbitrators and in accordance with the Rules of
the American Arbitration Association. This agreement to arbitrate shall be
specifically enforceable. Any award rendered in any such arbitration
proceedings shall be final and binding on each of the parties hereto, and
judgment may be entered thereon in any court of competent jurisdiction. At
the time of the commencement of any arbitration, the parties to the
arbitration shall use their best efforts to establish reasonable discovery and
other procedures for the conduct of such arbitration.
IN WITNESS WHEREOF, the Company has caused this Warrant to
Purchase Common Stock to be signed in its name by its President.
EXPERTELLIGENCE, INC.,

By:__________________________
_______________
Robert W. Reali, Secretary
NOTICE OF
EXERCISE OF WARRANT TO
PURCHASE COMMON STOCK OF
EXPERTELLIGENCE, INC.
EXPIRING JANUARY 14, 2002

The undersigned, the Holder of the above-referenced Warrant, hereby
elects to exercise rights represented by said Warrant for, and to purchase
thereunder, ______________________ shares of Common Stock covered by
said Warrant and herewith makes payment in full of the Exercise Price
therefor of $_______________, and requests that certificates for such shares
(and any securities or other property issuable upon such exercise) be issued
in the names of and delivered to _________________, whose address is
_______________________________; and, if such shares shall not include
all of the shares issuable as provided in said Warrant, requests that a new
Warrant of like tenor and date for the balance of the shares issuable
thereunder be delivered to the undersigned. If this Warrant has been issued in
the name of more than one person, the Company may conclusively rely on this
Notice of Exercise as constituting a Notice of Exercise from all of such
persons.


Date:__________________


-9-

Exhibit A

5.1 Opinion of Reicker, Clough, Pfau & Pyle, LLP
February 07, 2000
ExperTelligence, Inc.
23 East Ortega Street
Santa Barbara, California 93101
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by ExperTelligence, Inc.,
a California corporation (the "Registrant" or "you"), with the Securities
and Exchange Commission on or about Feb 07, 2000, in connection with
the registration under the Securities Act of 1933, as amended, of 20,000
shares of Common Stock, no par value (the "Shares"), underlying Warrants
granted to Emily Ostler for consulting services rendered . As your legal
counsel in connection with this transaction, we have reviewed the
proceedings taken by you in connection with the issuance and sale of
the Shares pursuant to the Agreement.
It is our opinion that, when issued and sold in the manner described
and pursuant to the Agreement, the warrants to purchase 20,000 shares
of CommonStock and the underlying 20,000 shares Common Stock to be
issued upon exercise will be legally and validly issued, fully-paid
and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement and any subsequent amendment thereto.
Very truly yours,
REICKER, CLOUGH, PFAU & PYLE, LLP

/s/ Reicker, Clough, Pfau & Pyle, LLP
24.1 Consent of McGowan Guntermann
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
ExperTelligence, Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-8 pertaining to the grant of Warrants to purchase 20,000 shares of
Common Stock granted to Emily Ostler for consulting rendered our report dated
November 5, 1999, relating to the consolidated balance sheets of
ExperTelligence, Inc., as of September 30, 1999 and 1998, and the related
consolidated statements of operations, changes in stockholders' equity and
cash flows for the years then ended, which report appears in the
September 30, 1999 Annual Report on Form 10-K of ExperTelligence, Inc.
MCGOWAN GUNTERMANN


/s/ McGowan Guntermann
Santa Barbara, California
February 07, 2000
24.2 Consent of Reicker, Clough, Pfau & Pyle, LLP (included in Opinion
of Reicker, Clough, Pfau & Pyle, LLP, filed as Exhibit 5.1 herein)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 36039}]
{"company-data": {"conformed-name": "EXPERTELLIGENCE INC", "cik": "0000723533", "assigned-sic": "7372", "irs-number": "953506403", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96429", "film-number": "527763"}, "business-address": {"street1": "203 CHAPALA STREET", "street2": "STE B", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "8059622558"}, "former-company": {"former-conformed-name": "ORIGINAL COMPUTER CAMP INC", "date-changed": "19841023"}}
As filed with the Securities and Exchange Commission on January 17, 2000
Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

EXPERTELLIGENCE, INC.
(Exact name of Registrant as specified in its charter)
California 95-3506403
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
25 East Ortega Street
Santa Barbara, California 93101
(805) 962-2558
(Address of Principal Executive Offices)

WARRANT AGREEMENT
(Full titles of the Plan)

Denison W. Bollay
25 East Ortega Street
Santa Barbara, California 93101
(805) 962-2558
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Bruce W. McRoy, Esq.
Reicker, Clough, Pfau & Pyle LLP
1421 State Street., Suite B
Santa Barbara, California 93101
(805) 966-2440

                                                          CALCULATION OF
REGISTRATION FEE
TITLE OF CLASS OF SECURITIES TO BE REGISTERED
Common Stock, no par value

AMOUNT TO BE REGISTERED**
20,000 shares

PROPOSED MAXIMUM OFFERING PRICE PER SHARE
$ 19.00

PROPOSED MAXIMUM AGGREGATE OFFERING
$380,000

AMOUNT OF REGISTRATION FEE*
$100.32

 * Estimated solely for the purpose of calculating the registration fee.
** The share covered by this Registration Statement represents 20,000 shares
of Common Stock issuable upon exercise of a Warrant issued to a consultant
to the Company.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Registrant's Annual Report on Form 10-K for its fiscal year ended
September 30, 1999 (Commission file number 0-11596);
(2) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A (Registration No. 0-11596) under the
Securities Exchange Act of 1934, including any amendment or report
subsequently filed by Registrant for the purpose of updating that
description.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered under
this Registration Statement have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Counsel for Registrant, Reicker, Clough, Pfau & Pyle LLP, has rendered an
opinion to the effect that Registrant's shares of Common Stock covered by
the Registration Statement will be duly and validly issued, fully paid
and non-assessable upon issuance.
Bruce W. McRoy, is a partner in the firm of Reicker Clough, Pfau & Pyle LLP.
Mr. McRoy owns 1,000 shares of Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
The Board of Directors of Registrant has resolved to indemnify the officers
and director of Registrant to the full extent permitted by Section 317 of the
California General Corporation Law, and Article VI of Registrant's Bylaws
provides for indemnification of officers and directors to the same extent.
Section 317 of the California General Corporation Law makes provision for
the indemnification of officers and directors under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933. On January 27, 1988, Registrant's Board of
Directors approved amendments to Registrant's Articles of Incorporation
providing for the indemnification of directors and officers of the Company
to the fullest extent permitted under California law. These amendments
limit the personal monetary liability of directors in performing their duties
on behalf of Registrant, to the extent permitted by the California General
Corporation Law, and permit Registrant to indemnify its directors and
officers against certain liabilities and expenses, to the extent permitted by
the
California General Corporation Law. These amendments and the entering into
of indemnification agreements were approved by Registrant's stockholders at the
annual stockholders' meeting held on March 30, 1988. In addition,
Registrant maintains a directors' and officers' liability insurance policy
that insures its directors and officers against certain liabilities,
including certain liabilities under the Securities Act of 1933.
Item 7. Exception from Registration Claimed
Not applicable.
Item 8. Exhibits
The following Exhibits are filed as a part of this Registration Statement:
4.1 Stock Option Agreement dated September 30, 1999.
5.1 Opinion of Reicker, Clough, Pfau & Pyle, LLP
24.1 Consent of McGowan Guntermann
24.2 Consent of Reicker, Clough, Pfau & Pyle, LLP (included in Opinion of
Reicker, Clough Pfau & Pyle, LLP filed as Exhibit 5.1 herein).
Item 9. Undertakings
(a) 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 to include any
material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "Securities Act"), 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.
(a) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the California General Corporation Law, the
Certificate
of Incorporation or the Bylaws of Registrant, Indemnification Agreements
entered into between Registrant and its officers and directors, or
otherwise,
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 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by 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 hereunder,
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 and will be governed by the final
adjudication of such issue.
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there
unto duly authorized, in the City of Santa Barbara, State of California, on
February 08, 2000.
EXPERTELLIGENCE, INC.

By /s/ Denison W. Bollay
Denison W. Bollay, President

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

/s/ Denison W. Bollay
Denison W. Bollay
President, and Director
February 08,2000
/s/ Robert W. Reali
Robert W. Reali
Secretary, Treasurer and Director
(Principal Financial and
Accounting Officer)
February 08,2000

EXHIBIT INDEX
Exhibit Number
Description of Item
Sequential Page
4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR
FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR AN
OPINION OF COUNSEL SKILLED IN SECURITIES LAWS MATTERS AND
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGIS-
TRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
WARRANT 0
to Purchase Common Stock
of
EXPERTELLIGENCE, INC.
Expiring January 14, 2002

Number of Shares: 20,000

THIS IS TO CERTIFY THAT:
1. Grant. For valuable consideration, receipt of which is hereby
acknowledged, EMILY OSTLER ("Holder") is entitled to purchase from
EXPERTELLIGENCE, INC., a California corporation (the "Company"), at
any time on and after the date of issuance of this Warrant (the "Issue
Date"),
but not later than 5:00 p.m. (California time) on January 14, 2002, (the
"Expiration Date"), Twenty Thousand (20,000) shares of Common Stock of
the Company (the "Shares"), at an exercise price of Four Dollars ($4.00) per
share (the "Exercise Price") and to exercise the other rights, powers and
privileges specified herein.
2. Definitions. As used in this Warrant, the following terms shall have
the following meanings.
"Common Stock" means the Company's Common Stock as such class
of security existed on the Issue Date and any stock into which such Common
Stock may thereafter be changed.
"Holder" of any security means the record owner of such security.
"Person" means and includes all natural persons, corporations,
business trusts, associations, companies, partnerships, limited liability
companies, joint ventures and other entities and governments, agencies and
political subdivisions.
3. Exercise of Warrant.
3.1. Right. The Holder of this Warrant may, at any time on and
after the Issue Date, but not later than 5:00 p.m. (California time) on the
Expiration Date, exercise this Warrant in whole at any time or in part from
time to time for the purchase of the shares of Common Stock which such
Holder is then entitled to purchase hereunder, at the exercise price per
share determined in accordance with the provisions hereof; provided that each
exercise of this Warrant must be with respect to a number of shares equal to
not less than the lesser of one hundred (100) shares and the total number of
shares with respect to which this Warrant is then exercisable. A notice of
exercise of this Warrant delivered by the Holder which is with respect to a
number of Shares less than the minimum number of Shares determined
pursuant to the preceding sentence shall be null and void.
3.2. Delivery. In order to exercise this Warrant in whole or in
part, the Holder hereof shall deliver to the Company at its principal office
(a) a written notice, substantially in the form set forth on Exhibit A hereto,
 of such Holder's election to exercise this Warrant, which notice shall
specify the number of shares of Common Stock to be purchased, (b), subject to
 the provisions of Section 6.3 hereof, a certified or bank cashier's check or
checks payable to the Company, in an amount equal to the aggregate
exercise price of the shares of Common Stock being purchased, and (c) this
Warrant. Upon receipt thereof, the Company shall, as promptly as
practicable and in any event within five (5) business days (if the place of
delivery specified in the exercise notice is located in the United States) or
within ten (10) business days (if the place of delivery specified in the
exercise notice is located elsewhere) thereafter, cause to be executed and
delivered to such Holder a certificate or
certificates representing the aggregate number of shares of Common Stock
specified in said notice. Such certificate(s) shall be deemed to have been
issued and such Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares as of the
date of said notice. If this Warrant shall have been exercised only in
part, the Company shall, at the time of delivery of such stock certificate or
certificates, deliver to such Holder a new Warrant evidencing the rights of
such Holder to purchase the remaining shares of Common Stock covered by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant.
3.3. Expenses. The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation, issue and delivery
of stock certificates under this Warrant, except that, in case such stock
certificates shall be registered in a name or names other than the name of the
Holder of this Warrant, funds sufficient to pay all stock transfer taxes
which shall be payable upon the issuance of such stock certificate or
certificates shall be paid by the Holder at the time of the delivery of the
notice of exercise mentioned above.
3.4. Valid Issuance. All shares of Common Stock issuable upon
the exercise of this Warrant shall, when issued and upon receipt of the
Exercise Price therefor, be validly issued, free from preemptive rights
(other than any such rights of the Holder), fully paid and nonassessable.
3.5. No Fractional Shares. The Company shall not be required
upon any exercise of this Warrant to issue a certificate representing any
fraction of a share of Common Stock, but, in lieu thereof, shall pay for
such fraction of a share at the Exercise Price in effect on the date of such
exercise of this Warrant.
4. Adjustment of Rights. The number of shares of Common Stock and
the Exercise Price specified in Section 1 hereof shall be subject to
adjustment from time to time as hereinafter provided in this Section
4.1. Stock Splits and Dividends. In case at any time or from time
to time the Company shall subdivide as a whole, by reclassification, by the
issuance of a stock dividend on the Common Stock payable in Common
Stock, or otherwise, the number of shares of Common Stock then outstanding
into a greater number of shares of Common Stock, with or without par value,
the Exercise Price then in effect shall be reduced proportionately and the
number of shares of Common Stock which may be purchased under this
Warrant shall be increased proportionately. In case at any time or from
time to time the Company shall consolidate as a whole, by reclassification or
otherwise, the number of shares of Common Stock then outstanding into a
lesser number of shares of Common Stock, with or without par value, the
Exercise Price then in effect shall be increased proportionately and the
number of shares of Common Stock which may be purchased hereunder shall be
reduced proportionately.
4.2. Merger or Consolidation. Subject to the provisions of Section
6 of this Warrant, in case the Company shall enter into any agreement (a)
for the consolidation with or merger of the Company into any other corporation
wherein (i) the Company is not the surviving corporation or (ii) the Company
is the surviving corporation but the transaction is effected as a reverse
triangular merger, a downstream merger, or a similar transaction as a result
of which the other corporation, or its shareholders, acquire control of more
than fifty percent (50%) of the voting securities of the Company, or (b) for
the sale of 80% or more of the issued and outstanding capital stock of the
Company, or (c) for the sale or conveyance of all or substantially all of the
Company's assets, and in connection with such consolidation, merger, sale or
conveyance, shares of stock or other securities or property shall be issuable
or deliverable in exchange for the Common Stock of the Company, the Holder of
this Warrant shall thereafter be entitled to purchase pursuant to this Warrant
(in lieu of the number of shares of Common Stock which such Holder would have
been entitled to purchase immediately prior to such consolidation, merger,
sale or conveyance) the shares of stock or other securities or property to
which such number of shares of Common Stock would have been entitled at the
time of such consolidation, merger, sale or conveyance, at an aggregate
purchase price equal to the aggregate Exercise Price which would have been
payable if such number of shares of Common Stock had been purchased
immediately prior thereto. In case of any such consolidation, merger, sale or
conveyance, appropriate provision (as determined by resolution of the Board
of Directors of the Company) shall be made with respect to the rights and
interests thereafter of the Holder of this Warrant, to the end that all the
provisions of this Warrant (including the adjustment provisions) shall
thereafter be applicable, as nearly as reasonably practicable, in relation to
such stock or other securities or property.
4.3. Reorganization and Reclassification. In case of any capital
reorganization or any reclassification of the capital stock of the Company
(except as provided in Section 4.1) the Holder of this Warrant shall
thereafter be entitled to purchase pursuant to this Warrant (in lieu of the
 number of shares of Common Stock which such Holder would have been entitled
 to purchase immediately prior to such reorganization or reclassification) the
shares of stock of any class or classes or other securities or property to
which such number of shares of Common Stock would have been entitled at the
time of such reorganization or reclassification, at an aggregate purchase price
equal to the aggregate Exercise Price which would have been payable if such
number of shares of Common Stock had been purchased immediately prior to
such reorganization or reclassification. In case of any such reorganization
or recapitalization, appropriate provision (as determined by resolution of the
Board of Directors of the Company) shall be made with respect to the rights
and interests thereafter of the Holder of this Warrant, to the end that all
of the provisions of this Warrant (including the adjustment provisions) shall
thereafter be applicable, as nearly as reasonably practicable, in relation
to such stock or other securities or property.
4.4. Statement of Adjustment. Whenever the Exercise Price
and/or the number of shares of Common Stock subject to this Warrant are
adjusted pursuant to this Section 4, the Company shall prepare a written
statement signed by an officer of the Company setting forth the adjusted
Exercise Price and the number of shares purchasable under this Warrant,
determined as provided in this Section 4, and the facts requiring such an
adjustment. Such statement shall be filed among the permanent records of
the Company and a copy thereof shall be furnished to the Holder of this
Warrant and shall at all reasonable times during business hours be open to
inspection by the Holder of the Warrant. The Company shall promptly cause a
copy of such notice to be mailed, first class postage prepaid, to the Holder
of record of this Warrant.
5. Reservation of Stock.
5.1. Reservation. The Company covenants that it will reserve and
set apart and have at all times a number of authorized but unissued shares
of Common Stock, or other stock or securities deliverable pursuant to this
Warrant, sufficient to enable the Company at any time to fulfill all of its
obligations under this Warrant. The Company covenants that, at any time
when the Common Stock is listed on any national securities exchange, the
Company will, if permitted by the rules of such exchange, list and keep
listed on such exchange, upon official notice of issuance, all shares of
Common Stock issuable upon the exercise of this Warrant.
5.2. Approvals. The Company covenants that if any shares of
Common Stock, or other stock or securities, required to be reserved for
issuance upon the exercise of this Warrant require registration with or
approval of any governmental authority under federal or state law, before
such shares may be validly issued upon exercise of this Warrant, the Company
will, in good faith and as expeditiously as possible, endeavor to cause such
shares to be duly registered or approved.
6. Company's Right of Acceleration.
6.1. Right to Accelerate. Notwithstanding anything in this
Warrant to the contrary, (a) if the Company or the shareholders of the
Company enter into a bona fide agreement (i) for the consolidation with or
merger of the Company into any other corporation wherein (A) the Company
is not the surviving corporation or (B) the Company is the surviving
corporation but the transaction is effected as a reverse triangular merger,
a downstream merger, or a similar transaction as a result of which the other
company, or its shareholders, acquire control of more than fifty percent
(50%) of the voting securities of the Company, or (ii) for the sale of 80% or
more of the issued and outstanding capital stock of the Company, or (iii) the
sale or conveyance of all or substantially all of the Company's assets and (b)
as a condition of the consummation of any such agreement the surviving
corporation, or the disappearing corporation which is not the Company, or
the purchaser(s) of the capital stock or assets, require that this Warrant
either be exercised or canceled prior to the consummation of such agreement,
then the Company shall have the right to give the Holder notice of such
condition and demand that the Holder deliver to the Company within thirty (30)
days after the Company's delivery of such notice written notice of (I) the
Holder's exercise in full of this Warrant, or (II) the Holder's consent to the
cancellation of this Warrant pursuant to this Section 6, or (III) the Holder's
exercise in part of this Warrant and consent to the cancellation of the
unexercised portion of this Warrant pursuant to this Section 6.
6.2. Consideration. In full consideration for the Holder's
cancellation of this Warrant pursuant to this Section 6, the Company shall
pay to the Holder in cash the sum of One Hundred Dollars ($100.00) if this
Warrant is canceled in full, or the applicable proportionate amount thereof
if this Warrant is canceled in part.
6.3. Net Issue Exercise.
6.3.1. If the Company has the right to accelerate the exercise
of the Warrant under this Section 6.1, and the value of the per share
consideration that would be received by the Holder in the transaction
described in Section 6.1, above, if this Warrant had been exercised in full
immediately prior to the closing of such transaction, is less than Two
Hundred Percent (200%) of the then Exercise Price of the Warrant, then the
Holder
may exercise the Warrant in accordance with the provisions of this Section
6.3.2. If Holder elects to exercise the Warrant under Section
6.3, the Company shall issue to Holder a number of shares of Common Stock
computed using the following formula:
X = (Y)(A-B)
A
Where X = The number of shares of Common
Stock to be issued to Holder
Y = The number of shares of Common
Stock purchasable under this Warrant
A = The value of the consideration that
would be received in the Section 6.1
transaction
B = Exercise Price (as adjusted to the
date of the Section 6.1 transaction)
6.3.3. The Board of Directors of the Company shall
determine in good faith the value of the per share consideration that would
be received by the Holder in the Section 6.1 transaction, which determination
shall be conclusive for all purposes.
6.4. Power of Attorney. If the Holder does not deliver any such
written notice to the Company within such 30-day period, for all purposes
the Holder shall be conclusively deemed to have consented to the cancellation
of this Warrant in full and to the appointment of the President of the Company
as the Holder's attorney-in-fact, with right of substitution, for the sole
purpose of effecting such cancellation. The President of the Company, if
appointed attorney-in-fact for the Holder of this Warrant pursuant to the
provisions of the preceding sentence, may effect the cancellation of this
Warrant or the remaining unexercised portion of this Warrant by delivery to
the Holder of this Warrant of payment in cash of the full consideration for
the cancellation of this Warrant and this Warrant shall be canceled for all
purposes upon delivery of such consideration to the Holder hereof and the
consummation of the transaction with respect to which notice was given to the
Holder hereof.
The Holder of this Warrant acknowledges that the grant of the foregoing
power-of-attorney is coupled with an interest and shall survive the death or
disability of the Holder.
6.5. Termination. If the transaction contemplated by any
agreement described in Section 6.1 hereof and entered into by the Company or
the shareholders of the Company is not consummated or the parties abandon
any such agreement, the Company shall notify the Holder of this Warrant of
such event, the notice previously given by the Company with respect to such
agreement shall be canceled, and the Holder of this Warrant shall have no
further obligation to exercise or cancel this Warrant by reason of the
notice from the Company; provided that the provisions of this Section 6 shall
survive the cancellation of any notice from the Company and shall apply to any
subsequent agreement entered into by the Company or the shareholders of the
Company to the same extent as if they had not entered into any prior
agreement.
7. Notices.
7.1. Notice Events. In case the Company proposes:
(a) to pay any dividend upon any class of its stock which
is payable in stock (of any class or classes) or to make
any distribution to the Holders of any class of its
stock; or
(b) to issue or grant any rights or options with respect to
the Common Stock; or
(c) to effect any capital reorganization or reclassification
of capital stock of the Company; or
(d) to consolidate with, or merge into, any other
corporation or to transfer its property as an entirety or
substantially as an entirety; or
(e) to convey, sell or distribute all or substantially all of
its assets or to divide the business or ownership of the
Company; or
(f) to effect the liquidation, dissolution or winding up of
the Company;
then the Company shall cause notice of such intended action to be given to
the Holder of this Warrant not less than thirty (30) days prior to the date on
which the transfer books of the Company shall close or a record be taken for
such stock dividend, distribution, issuance or grant, or the date when such
issuance, grant, capital reorganization, reclassification, consolidation,
merger, liquidation, dissolution or winding up shall be effective, as the
case may be.
7.2 Addresses. Any notice or other document required or
permitted to be given or delivered to the Holder of this Warrant shall be
personally delivered, or mailed by first class mail, registered or
certified, postage prepaid and return receipt requested, or sent by facsimile,
e-mail or other form of electronic transmission, to the Holder at 12
Harrisburg, Irvine, California 92620, Facsimile No. (949) ________, e-mail:
______________________, or such other address as shall have been
furnished to the Company by the Holder of record of this Warrant. Any
notice or other document required or permitted to be given or delivered to
the Company shall be personally delivered, or mailed by first class mail,
registered or certified, postage prepaid and return receipt requested, or
sent by facsimile, e-mail or other form of electronic transmission, to the
principal office of the Company at 25 East Ortega Street, Santa Barbara, CA
93101, Attention: Denison W. Bollay, President, Facsimile No. (805) 962-5188,
e- mail: denny@expertelligence .com or such other address as shall have been
furnished by the Company to the Holder of record of this Warrant. All
notices and other documents given under this Warrant shall be deemed to have
been duly given when delivered, if personally delivered, five (5) days after
mailing, if mailed, and when transmitted if sent by facsimile or other form of
electronic transmission. If this Warrant has been issued in the name of more
than one person, the Company's delivery of notice to any one of such persons
shall constitute notice to all of such persons and the Company may
conclusively rely on any notice or other communication from any one of such
persons as constituting such notice or communication from all of such persons.
8. Securities Law. Neither the sale and issuance of this Warrant nor the
sale and issuance of any shares of Common Stock or other stock and
securities issuable upon the exercise of this Warrant have been registered
under the Securities Act. Neither this Warrant nor any shares of Common Stock
or other stock or securities issued upon the exercise of this Warrant may be
resold unless and until they have been registered under the Securities Act or
pursuant to the terms of an applicable exemption from registration under the
Securities Act. The Company may place such restrictive legends on this Warrant
and
any certificates and other documents evidencing any shares of Common Stock
or other stock and securities issued upon exercise of this Warrant as the
Company deems appropriate for purposes of complying with any federal or
state securities laws.
9. Limitation of Liability. The Holder of this Warrant shall have no
rights as a shareholder of the Company unless and until the Holder properly
exercises this Warrant and the Company issues to the Holder shares of
Common Stock, or stock or other securities, of the Company by reason of
such exercise. No provision hereof, in the absence of affirmative action by
the Holder hereof to purchase shares of Common Stock, 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 stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
10. Assignment. The Holder of this Warrant may not assign all or any
portion of his right, title and interest under this Warrant to any person
without receiving the Company's prior, written approval.
11. Interpretation. All pronouns and any variation thereof shall be
deemed to refer to the masculine, feminine, or neuter and to the singular or
plural, as the identity of the person or persons may require for proper
interpretation of this Warrant.
12. Governing Law. This Warrant shall be construed in accordance with,
and governed by, the laws of the State of California, in which it is being
executed, delivered, and is to be performed.
13. Arbitration. Unless the relief sought requires the exercise of the
equity powers of a court of competent jurisdiction, any dispute arising in
connection with the interpretation or enforcement of the provisions of this
Warrant, or the application or validity thereof, shall be submitted to
arbitration. Such arbitration proceedings shall be held in Santa Barbara,
California, before three (3) arbitrators and in accordance with the Rules of
the American Arbitration Association. This agreement to arbitrate shall be
specifically enforceable. Any award rendered in any such arbitration
proceedings shall be final and binding on each of the parties hereto, and
judgment may be entered thereon in any court of competent jurisdiction. At
the time of the commencement of any arbitration, the parties to the
arbitration shall use their best efforts to establish reasonable discovery and
other procedures for the conduct of such arbitration.
IN WITNESS WHEREOF, the Company has caused this Warrant to
Purchase Common Stock to be signed in its name by its President.
EXPERTELLIGENCE, INC.,

By:__________________________
_______________
Robert W. Reali, Secretary
NOTICE OF
EXERCISE OF WARRANT TO
PURCHASE COMMON STOCK OF
EXPERTELLIGENCE, INC.
EXPIRING JANUARY 14, 2002

The undersigned, the Holder of the above-referenced Warrant, hereby
elects to exercise rights represented by said Warrant for, and to purchase
thereunder, ______________________ shares of Common Stock covered by
said Warrant and herewith makes payment in full of the Exercise Price
therefor of $_______________, and requests that certificates for such shares
(and any securities or other property issuable upon such exercise) be issued
in the names of and delivered to _________________, whose address is
_______________________________; and, if such shares shall not include
all of the shares issuable as provided in said Warrant, requests that a new
Warrant of like tenor and date for the balance of the shares issuable
thereunder be delivered to the undersigned. If this Warrant has been issued in
the name of more than one person, the Company may conclusively rely on this
Notice of Exercise as constituting a Notice of Exercise from all of such
persons.

Date:__________________

-9-

Exhibit A

5.1 Opinion of Reicker, Clough, Pfau & Pyle, LLP
February 07, 2000
ExperTelligence, Inc.
23 East Ortega Street
Santa Barbara, California 93101
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by ExperTelligence, Inc.,
a California corporation (the "Registrant" or "you"), with the Securities
and Exchange Commission on or about Feb 07, 2000, in connection with
the registration under the Securities Act of 1933, as amended, of 20,000
shares of Common Stock, no par value (the "Shares"), underlying Warrants
granted to Emily Ostler for consulting services rendered . As your legal
counsel in connection with this transaction, we have reviewed the
proceedings taken by you in connection with the issuance and sale of
the Shares pursuant to the Agreement.
It is our opinion that, when issued and sold in the manner described
and pursuant to the Agreement, the warrants to purchase 20,000 shares
of CommonStock and the underlying 20,000 shares Common Stock to be
issued upon exercise will be legally and validly issued, fully-paid
and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement and any subsequent amendment thereto.
Very truly yours,
REICKER, CLOUGH, PFAU & PYLE, LLP

/s/ Reicker, Clough, Pfau & Pyle, LLP
24.1 Consent of McGowan Guntermann
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
ExperTelligence, Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-8 pertaining to the grant of Warrants to purchase 20,000 shares of
Common Stock granted to Emily Ostler for consulting rendered our report dated
November 5, 1999, relating to the consolidated balance sheets of
ExperTelligence, Inc., as of September 30, 1999 and 1998, and the related
consolidated statements of operations, changes in stockholders' equity and
cash flows for the years then ended, which report appears in the
September 30, 1999 Annual Report on Form 10-K of ExperTelligence, Inc.
MCGOWAN GUNTERMANN

/s/ McGowan Guntermann
Santa Barbara, California
February 07, 2000
24.2 Consent of Reicker, Clough, Pfau & Pyle, LLP (included in Opinion
of Reicker, Clough, Pfau & Pyle, LLP, filed as Exhibit 5.1 herein)