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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-34866 of SoftLock.com, Inc. on Form S-2 of our
report dated March 13, 2000 (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to the restatement of the
Company's 1998 consolidated financial statements) appearing in the Annual
Report on Form 10-KSB/A of SoftLock.com, Inc. for the year ended December 31,
1999 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
July 6, 2000
