Exhibit 10.7

<PAGE>

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                             FANLINK NETWORKS, INC.

WARRANT FOR THE PURCHASE OF 1,394,031 SHARES OF COMMON STOCK

Warrant No. ______________             This Warrant Expires on November 30, 2005

      THIS CERTIFIES that, for value received in the form of advisory services
(collectively, the "Services Rendered") rendered to Fanlink Networks, Inc. (the
"Company") Planet Zanett Corporate Incubator, Inc. (including any permitted
transferee, the "Holder"), is the registered holder of this Warrant, which
represents the right to purchase One Million Three Hundred Ninety Four Thousand
Thirty One (1,394,031) fully paid and nonassessable shares of the common stock,
par value $0.001, (the "Common Stock") of the Company, at an initial exercise
price equal to one and 3298/100000 dollars ($1.03298) per share (subject to
adjustment as provided herein) (the "Exercise Price") upon the terms and
conditions set forth herein, at any time or from time to time before 5:00 P.M.
on November 30, 2005, New York time (the "Exercise Period").

      As used herein, the term "this Warrant" shall mean and include this
Warrant and any Warrant or Warrants hereafter issued as a consequence of the
exercise or transfer of this Warrant in whole or in part. The number of shares
of Common Stock issuable upon exercise of this Warrant (the "Warrant Shares")
and the Exercise Price may be adjusted from time to time as hereinafter set
forth.

      1. Exercise of Warrant.

            (a) This Warrant may be exercised during the Exercise Period, as to
the entire amount or any lesser number of whole Warrant Shares, by the surrender
of this Warrant (upon the Notice of Exercise or Notice of Exchange attached
hereto as Exhibits A and B respectively, duly executed) to the Company, 235
South 15th Street, Suite 305, Philadelphia, PA 19102, Attention: Chief Executive
Officer, or at such other place as is designated in writing by the Company. Such
executed election must be accompanied by payment in an amount equal to the
Exercise Price multiplied by the number of Warrant Shares for which this Warrant
is being exercised. Such payment may be made by certified or bank cashier's
check payable to the order of the Company.

            (b) Exercise of Warrant by Exchange. At any time and from time to
time during the period commencing on the date of closing of the Company's
initial public offering of its capital stock

<PAGE>

and ending on the close of business of the last day of the Exercise Period, the
Holder may, at its option, exchange this Warrant, in whole or in part (a
"Warrant Exchange"), into the number of Warrant Shares determined in accordance
with paragraph (i) below, by the surrender of this Warrant, accompanied by a
properly completed and executed Notice of Exchange in the form attached, at the
agency of office of the Company referred to in Section 1.

                  (i) In connection with any Warrant Exchange, this Warrant
shall represent the right to subscribe for and acquire the excess (rounded to
the next higher integer) of (i) the number (the "Total Number") of Warrant
Shares specified in the Notice of Exchange over (ii) the number of Warrant
Shares equal to the quotient obtained by dividing (A) the product of the Total
Number and the Warrant Exercise Price by (B) the Fair Market Value. "Fair Market
Value" means:

                        (1) if the Common Stock of the Company (the "Common
Stock") is then listed on a national securities exchange or reported on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), the average daily closing or last sale price per share of Common
Stock for the 30-day period preceding the delivery of the Notice of Exchange;

                        (2) if the Common Stock is then not so listed or
reported but traded in the over-the-counter market, the average daily closing
bid and asked prices per share of Common Stock for the 30-day period preceding
the delivery of the Notice of Exchange; or

                        (3) in all other cases, the fair market value per share
of the Common Stock, as determined in good faith by the Board of Directors of
the Company.

            (c) Closing. The closing of any Warrant Exchange shall take place at
the offices of the Company on the date specified in the Notice of Exchange (the
"Exchange Date"), which shall be not less than five (5) and not more than thirty
(30) days after the delivery of such Notice. At such closing, the Company shall
issue and deliver to the Holder or its designee a certificate or certificates
for the Warrant Shares to be issued upon such Warrant Exchange, registered in
the name of the Holder or such designee, and if such Warrant Exchange shall not
have been for all Warrant Shares, a new Warrant, registered in the name of the
Holder, of like tenor to this Warrant for the number of shares still subject to
this Warrant following such Warrant Exchange (i.e., the excess of (i) the number
of shares subject to this Warrant immediately before such Warrant Exchange over
(ii) the Total Number).

      2. Issuance of Certificates Upon Exercise. Upon each exercise of the
Holder's rights to purchase Warrant Shares, the Holder shall be deemed to be the
holder of record of the Warrant Shares issuable upon such exercise,
notwithstanding that the transfer books of the Company shall then be closed or
certificates representing such Warrant Shares shall not then have been actually
delivered to the Holder. As soon as practicable after each such exercise of this
Warrant, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the Warrant Shares (or portions thereof) subject to purchase
hereunder.

      3. Transfer; Restrictions on Transfer; Compliance with the Act;
Registration Rights.

            (a) This Warrant and any warrants issued upon the transfer or
exercise in part of this Warrant shall be transferable in accordance with the
terms and conditions set forth in Sections 3.1 and 3.2 of that certain
Stockholders Agreement of even date herewith entered into by and between the


                                       -2-
<PAGE>

Company, the Holder, and certain stockholders of the Company (the "Stockholders
Agreement"). Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be numbered and shall be registered in a Warrant Register as they
are issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such registration or transfer, or with the knowledge of such facts
that its participation therein amounts to bad faith. This Warrant shall be
transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment, or authority to
transfer. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his or
its authority shall be produced. Upon any registration of transfer, the Company
shall deliver a new Warrant or Warrants to the person entitled thereto. This
Warrant may be exchanged, at the option of the Holder thereof, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing, in the aggregate, the right to purchase a like number of Warrant
Shares (or portions thereof), upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Act and the rules and regulations thereunder.

            (b) The Holder acknowledges that the Holder has been advised by the
Company that neither this Warrant nor the Warrant Shares have been registered
under the Act, that this Warrant is being or has been issued and the Warrant
Shares may be issued on the basis of the statutory exemption provided by Section
4(2) of the Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering. The Holder
acknowledges that he has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Act and the rules
and regulations thereunder on the transfer of Securities. In particular, the
Holder agrees that no sale, assignment or transfer of this Warrant or the
Warrant Shares issuable upon exercise hereof shall be valid or effective, and
the Company shall not be required to give any effect to any such sale,
assignment or transfer, unless (i) the sale, assignment or transfer of this
Warrant or such Warrant Shares is registered under the Act, it being understood
that neither this Warrant nor such Warrant Shares are currently registered for
sale and that the Company has no obligation or intention to so register this
Warrant or such Warrant Shares except as specifically noted in Section 5 below,
or (ii) this Warrant or such Warrant Shares are sold, assigned or transferred in
accordance with all the requirements and limitations of Rule 144 promulgated
under the Act, it being understood that Rule 144 is not available at the time of
the original issuance of this Warrant for the sale of this Warrant or such
Warrant Shares and that there can be no assurance that Rule 144 sales will be
available at any subsequent time, or (iii) such sale, assignment, or transfer is
otherwise exempt from registration under the Act.

            (c) Registration Rights. Holder shall be entitled to the
registration rights as set forth in the Investor Rights Agreement, dated
November 30, 2000, between the Company, the Holder and certain other Investors
identified therein (the "Investor Rights Agreement").

            (d) Stockholders Agreement. Upon exercise, Holder shall become a
party to each of the Investor Rights Agreement and the Stockholders Agreement by
executing a counterpart signature page to each such agreement.


                                       -3-
<PAGE>

      4. Nonassessable Reservation of Shares. The Company shall at all times
reserve and keep available out of its authorized and unissued Common Stock,
solely for the purpose of providing for the exercise of the rights to purchase
all Warrant Shares granted pursuant to this Warrant, such number of shares of
Common Stock as shall, from time to time, be sufficient therefor. The Company
covenants that all shares of Common Stock issuable upon exercise of this
Warrant, upon receipt by the Company of the full Exercise Price therefor, shall
be validly issued, fully paid, nonassessable, and free of preemptive rights.

      5. Adjustment of Exercise Price and Number of Warrant Shares.

            (a) In case the Company shall at any time after the date this
Warrant was first issued (i) declare a dividend on the outstanding Common Stock
payable in shares of its capital stock, (ii) subdivide the outstanding Common
Stock, (iii) combine the outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock by reclassification of the
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then, in each case, the Exercise Price and the number of Warrant Shares issuable
upon exercise of this Warrant, in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination, or
reclassification, shall be proportionately adjusted so that the Holder after
such time shall be entitled to receive the aggregate number and kind of shares
which, if such Warrant had been exercised immediately prior to such time, the
Holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination, or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.

            (b) Except for the issuance and sale of the Company's Series A
Preferred Stock at the Second Tranche Closing and the Final Tranche Closing (as
such terms are defined in that certain Series A Preferred Convertible Stock
Purchase Agreement dated as of even date herewith between the Company and
certain investors party thereto), in case the Company shall issue, or fix a
record date for the issuance of, shares of Common Stock or rights, options, or
Warrants to subscribe for or purchase Common Stock, or securities convertible
into or exchangeable for Common Stock at a price per share (the "Subsequent
Investment Price") (determined, in the case of such rights, options, warrants,
or convertible or exchangeable securities, by dividing (x) the total amount
received or receivable by the Company in consideration of the sale and issuance
of such rights, options, warrants, or convertible or exchangeable securities,
plus the minimum aggregate consideration payable to the Company upon exercise,
conversion, or exchange thereof, by (y) the maximum number of shares covered by
such rights, options, warrants, or convertible or exchangeable securities) lower
than $1.03298, then the Exercise Price shall be reduced on such record date or
on the date of such issuance, as the case may be, to a price determined as a
weighted average (calculated to the nearest cent) and calculated by multiplying
the Exercise Price in effect immediately prior to such issuance by a fraction:
(1) the numerator of which shall be an amount equal to the sum of (A) the number
of shares of Common Stock outstanding immediately prior to such issuance plus
(B) the quotient obtained by dividing the consideration received by the Company
upon such issuance by the then-effective Exercise Price, and (2) the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately after such issuance; provided, however, that no such adjustment
shall be made which results in an increase in the Exercise Price and every
adjustment shall be subject to Section 5(e) hereof. Upon each adjustment of the
Exercise Price in the manner stated above, the Holder shall thereafter be
entitled to a total number of Warrant Shares (the "Total Adjusted Warrant
Shares") equal to the quotient obtained by dividing (i) the product of (A) the
number of Warrant Shares to which the Holder was entitled prior to the
adjustment and (B) the Exercise Price in effect prior to the adjustment by (ii)


                                       -4-
<PAGE>

the Exercise Price in effect immediately after the adjustment. For the purposes
of such adjustments, the maximum number of shares which the holders of any such
rights, options, warrants, or convertible or exchangeable securities shall be
entitled to initially subscribe for or purchase or convert or exchange such
securities into shall be deemed to be issued and outstanding as of the date of
such issuance, and the consideration received by the Company therefor shall be
deemed to be the consideration received by the Company for such rights, options,
warrants, or convertible or exchangeable securities, plus the minimum aggregate
consideration or premiums stated in such rights, options, warrants, or
convertible or exchangeable securities to be paid for the shares covered
thereby. No further adjustment of the Exercise Price shall be made as a result
of the actual issuance of shares of Common Stock on exercise of such rights,
options, or warrants or on conversion or exchange of such convertible or
exchangeable securities. On the expiration or the termination of such rights,
options, or warrants, or the termination of such right to convert or exchange,
the Exercise Price shall be readjusted (but only with respect to this Warrant if
exercised after such expiration or termination) to such Exercise Price as would
have been obtained had the adjustments made upon the issuance of such rights,
options, warrants, or convertible or exchangeable securities been made upon the
basis of the delivery of only the number of shares of Common Stock actually
delivered upon the exercise of such rights, options, or warrants or upon the
conversion or exchange of any such securities; and on any change of the number
of shares of Common Stock deliverable upon the exercise of any such rights,
options, or warrants or conversion or exchange of such convertible or
exchangeable securities or any change in the consideration to be received by the
Company upon such exercise, conversion, or exchange, including, without
limitation, a change resulting from the anti-dilution provisions thereof. In
case the Company shall issue shares of Common Stock or any such rights, options,
warrants, or convertible or exchangeable securities for a consideration
consisting, in whole or in part, of property other than cash or its equivalent,
then the "price per share" and the "consideration received by the Company" for
purposes of the first sentence of this Section 5(b) shall be as determined in
good faith by the board of directors of the Company, whose determination shall
be conclusive absent manifest error. Shares of Common Stock owned by or held for
the account of the Company or any majority-owned subsidiary shall not be deemed
outstanding for the purpose of any such computation.

            (c) No adjustment in the Exercise Price shall be required if such
adjustment is less than $0.05 (which amount will be proportionately adjusted in
the event of stock splits or the like); provided, however, that any adjustments
which by reason of this Section 5 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 5 shall be made to the nearest cent or to the nearest
one-thousandth of a share, as the case may be.

            (d) In any case in which this Section 5 shall require that an
adjustment in the Exercise Price effective as of a record date for a specified
event, the Company may elect to defer, until the occurrence of such event,
issuing to the Holder, if the Holder exercised this Warrant after such record
date, the shares of Common Stock, if any, issuable upon such exercise over and
above the shares of Common Stock, if any, issuable upon such exercise on the
basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

            (e) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
certified or registered mail, postage prepaid, to the Holder, at its address as
it shall appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon


                                       -5-
<PAGE>

the exercise of this Warrant and the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

            (f) The Company shall not be required to issue fractions of shares
of Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the market price of
such share of Common Stock on the date of exercise of this Warrant, as
determined in good faith by the Company's Board of Directors.

      6. Reclassification; Reorganization or Merger.

            (a) In case of any consolidation with or merger of the Company with
or into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation) or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety, such
successor, leasing, or purchasing corporation, as the case may be, shall (i)
execute with the Holder an agreement providing that the Holder shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such consolidation, merger, sale, lease, or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation
merger, sale, lease, or conveyance, and (ii) make effective provision in its
certificate of incorporation or otherwise, if necessary, to effect such
agreement. Such agreement shall provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 5 above.

            (b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from a specified par value to no par, or as a result of a subdivision
or combination, but including any change in the shares into two (2) or more
classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination, but including any change
in the shares into two (2) or more classes or series of shares), the Holder
shall have the right thereafter to receive upon exercise of this Warrant solely
the kind and amount of shares of stock and other securities, property, cash, or
any combination thereof receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of shares of Common Stock for
which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation, or merger. Thereafter, appropriate
provision shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.

            (c) Notwithstanding anything to the contrary herein contained, in
the event of a transaction contemplated by Section 6(a) in which the surviving,
continuing, successor, purchasing or leasing corporation demands that all
outstanding convertible notes and warrants be extinguished prior to the closing
date of the contemplated transaction, the Company shall give prior notice (the
"Merger Notice") thereof to the Holder advising the Holder of such transaction.
The Holder shall have ten (10) days after the date of the Merger Notice to elect
to (i) exercise this Warrant in the manner provided herein or (ii) receive from
the surviving, continuing, successor, or purchasing corporation the same
consideration receivable by a holder of the number of shares of Common Stock for
which this Warrant


                                       -6-
<PAGE>

might have been exercised immediately prior to such consolidation, merger, sale,
or purchase reduced by such amount of the consideration as has a market value
equal to the Exercise Price, as determined by the Board of Directors of the
Company, whose determination shall be conclusive absent manifest error. If the
Holder fails to timely notify the Company of its election, the Holder shall be
deemed for all purposes to have elected the option set forth in (ii) above. Any
amounts receivable by a Holder who has elected the option set forth in (ii)
above shall be payable at the same time as amounts payable to shareholders in
connection with any such transaction.

            (d) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

      7. Certain Notices to the Holder. In case at any time the Company shall
propose to: (i) pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in a greater amount per share
than the most recent such cash dividend) to all holders of Common Stock; (ii)
issue any rights, warrants, or other securities to all holders of Common Stock
entitling them to purchase any additional shares of Common Stock or any other
rights, warrants, or other securities; (iii) effect any reclassification or
change of outstanding shares of Common Stock, or any consolidation, merger,
sale, lease, or conveyance of property, described in Section 6; or (iv) effect
any liquidation, dissolution, or winding-up of the Company; then, and in any one
or more of such cases, the Company shall give written notice thereof, by
certified or registered mail, postage prepaid, to the Holder at the Holder's
address as it shall appear in the Warrant Register, mailed at least fifteen (15)
days prior to (x) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (y) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (z) the date of such action which would require
an adjustment to the Exercise Price.

      8. Restrictive Legend. The Warrant Shares issued upon exercise of this
Warrant shall be subject to a stop transfer order and the certificate or
certificates evidencing such Warrant Shares shall bear the following legend:

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
      SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY
      BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
      REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND
      ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
      OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
      OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
      MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
      CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
      APPLICABLE STATE SECURITIES LAWS.


                                       -7-
<PAGE>

      9. Lost Warrant. Upon receipt of evidence satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant (and upon surrender
of this Warrant if mutilated), and upon reimbursement of the Company's
reasonable incidental expenses and indemnity reasonably satisfactory to the
Company, the Company shall execute and deliver to the Holder thereof a new
Warrant of like date, tenor, and denomination.

      10. No Shareholder Rights. The Holder of this Warrant shall not have,
solely on account of such status, any rights of a shareholder of the Company,
either at law or in equity, or to any notice of meetings of shareholders or of
any other proceedings of the Company, except as provided in this Warrant.

      11. Governing Law. This Warrant has been negotiated and consummated in the
State of New York and shall be construed in accordance with the laws of the
State of New York applicable to contracts made and performed within such State,
without regard to the conflicts of law principles or provisions thereof.

      12. Jurisdiction. Each of the Company and the Holder of this Warrant,
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection with any action or
proceeding arising out of or relating to this Warrant, any document or
instrument delivered pursuant to, in connection with or simultaneously with this
Warrant, or a breach of this Warrant or any such document or instrument. In any
such action or proceeding, the Company waives personal service of any summons,
complaint or other process and agrees that service thereof may be made in
accordance with Section 14 hereof.

      13. Notices. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or by Federal Express, Express Mail or similar
overnight delivery or courier service or delivered (in person or by telecopy,
telex or similar telecommunications equipment) against receipt to the party to
whom it is to be given:

if to the Company:  Fanlink Networks, Inc.
                    235 South 15th Street, Suite 305
                    Philadelphia, PA 19102
                    Attention: Chief Executive Officer

with a copy to:     Brobeck, Phleger & Harrison LLP
                    1333 H. Street, N.W., Suite 800
                    Washington, D.C.  20005
                    Attention:  Mitchell Marder, Esq.

if to the Holder:   Planet Zanett Corporate Incubator, Inc.
                    c/o The Zanett Group135 East 57th Street, 15th Floor
                    New York, NY  10022
                    Attention: Mr. Craig Brumfield

with a copy to:     Kelley Drye & Warren LLP
                    101 Park Avenue
                    New York, New York 10178
                    Attention: Salvatore J. Vitiello, Esq.


                                       -8-
<PAGE>

or in either case, to such other address as the party shall have furnished in
writing in accordance with the provisions of this Section 14. Notice or other
communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof. Notice given by other
means permitted by this Section 14 shall be deemed given at the time of receipt
thereof.

                  [Remainder of Page Left Intentionally Blank]


                                       -9-
<PAGE>

      IN WITNESS WHEREOF, this Warrant has been duly executed as of November 30,
2000.

                                               FANLINK NETWORKS, INC.

                                               By:
                                                   -----------------------------
                                                   Name:  Robert Thorne
                                                   Title: President


                                               PLANET ZANETT CORPORATE
                                               INCUBATOR, INC.

                                               By:
                                                   -----------------------------
                                                   Name:  Claudio Guazzoni
                                                   Title: President


                                      -10-