<PAGE>

                                                                   EXHIBIT 10.15

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED OR
SOLD IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT.

                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN.

                          NETLOJIX COMMUNICATIONS, INC.

               Warrant for the Purchase of Shares of Common Stock,
                            par value $0.01 per Share

No. KB-1                       100,000 Shares

         THIS CERTIFIES that, for value received, KAUFMAN BROS., L.P.,
800 Third Avenue - 25th Floor, New York, New York 10022 (the "Holder"), is
entitled to subscribe for and purchase from NETLOJIX COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), upon the terms and conditions set forth
herein, at any time or from time to time after January 10, 2000, and before 5:00
P.M. on January 10, 2005, New York time (the "Exercise Period"), 100,000 shares
of the Company's Common Stock, par value $0.01 per share ("Common Stock"), at a
price of $3.2813 per share (the "Exercise Price"). As used herein the term "this
Warrant" shall mean and include this Warrant and any Common Stock or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part. This Warrant may not be sold, transferred, assigned or
hypothecated except that it may be transferred, in whole or in part, to (i) not
more that ten officers or partners of the Holder (or the officers or partners of
any such partner); (ii) a successor to the Holder, or the officers or partners
of such successor; (iii) a purchaser of substantially all of the assets of the
Holder; or (iv) by operation of law; and the term the "Holder" as used herein
shall include any transferee to whom this Warrant has been transferred in
accordance with the above.

         The number of shares of Common Stock issuable upon exercise of
the Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from
time to time as hereinafter set forth.

         1. This Warrant may be exercised during the Exercise Period,
as to the whole or any lesser number of whole Warrant Shares, by the surrender
of this Warrant (with the election at the end hereof duly executed) to the
Company at its office at 501 Bath Street, Santa


                                      E-19
<PAGE>

Barbara, California, 93101 or at such other place as is designated in writing by
the Company, together with a certified or bank cashier's check payable to the
order of the Company in an amount equal to the Exercise Price multiplied by the
number of Warrant Shares for which this Warrant is being exercised (the "Stock
Purchase Price").

                  2. (a) In lieu of the payment of the Stock Purchase Price, the
         Holder shall have the right (but not the obligation), to require the
         Company to convert this Warrant, in whole or in part, into shares of
         Common Stock (the "Conversion Right") as provided for in this Section
         2. Upon exercise of the Conversion Right, the Company shall deliver to
         the Holder (without payment by the Holder of any of the Stock Purchase
         Price) that number of shares of Common Stock (the "Conversion Shares")
         equal to the quotient obtained by dividing (x) the value of this
         Warrant (or portion thereof as to which the Conversion Right is being
         exercised if the Conversion Right is being exercised in part) at the
         time the Conversion Right is exercised (determined by subtracting the
         aggregate Stock Purchase Price of the shares of Common Stock as to
         which the Conversion Right is being exercised in effect immediately
         prior to the exercise of the Conversion Right from the aggregate
         Current Market Price (as defined in Section 6(d) hereof) of the shares
         of Common Stock as to which the Conversion Right is being exercised) by
         (y) the Current Market Price of one share of Common Stock immediately
         prior to the exercise of the Conversion Right.

                     (b) The Conversion Right provided under this Section
         2 may be exercised in whole or in part and at any time and from time to
         time while this Warrant remains outstanding. In order to exercise the
         Conversion Right, the Holder shall surrender to the Company, at its
         offices, this Warrant with the Notice of Conversion at the end hereof
         duly executed. The presentation and surrender shall be deemed a waiver
         of the Holder's obligation to pay all or any portion of the aggregate
         purchase price payable for the shares of Common Stock as to which such
         Conversion Right is being exercised. This Warrant (or so much thereof
         as shall have been surrendered for conversion) shall be deemed to have
         been converted immediately prior to the close of business on the day of
         surrender of such Warrant for conversion in accordance with the
         foregoing provisions.

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


                                      E-20
<PAGE>

Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to purchase hereunder.

         4. Any Warrant issued upon the transfer or exercise or
conversion 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
applicable law, including without limitations, the provisions of the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations thereunder
and any state securities laws or regulations.

         5. 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 and/or
Conversion 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, and
all shares of Common Stock issuable upon conversion of this Warrant, shall be
validly issued, fully paid, non-assessable, and free of preemptive rights.

                  6. (a) In case the Company shall at any time after the date
         hereof (i) declare a dividend on the outstanding shares of Common Stock
         payable solely in the 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 and kind of securities issuable upon
         exercise or conversion of this Warrant, in effect at the time of


                                      E-22
<PAGE>

         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 or converted immediately prior to such time, he
         would have owned upon such exercise or conversion 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) In case the Company shall issue or fix a record
         date for the issuance to all holders of Common Stock of 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 (or having a conversion or exchange price per share, if
         a security convertible into or exchangeable for Common Stock) less than
         the Current Market Price per share of Common Stock on such record date,
         then, in each case, the Exercise Price shall be adjusted by multiplying
         the Exercise Price in effect immediately prior to such record date by a
         fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding on such record date plus the number of shares
         of Common Stock which the aggregate offering price of the total number
         of shares of Common Stock so to be offered (or the aggregate initial
         conversion or exchange price of the convertible or exchangeable
         securities so to be offered) would purchase at such Current Market
         Price and the denominator of which shall be the number of shares of
         Common Stock outstanding on such record date plus the number of
         additional shares of Common Stock to be offered for subscription or
         purchase (or into which the convertible or exchangeable securities so
         to be offered are initially convertible or exchangeable). Such
         adjustment shall become effective at the close of business on such
         record date; PROVIDED, HOWEVER, that, to the extent the shares of
         Common Stock (or securities convertible into or exchangeable for shares
         of Common Stock) are not delivered, the Exercise Price shall be
         readjusted after the expiration of such rights, options, or warrants
         (but only with respect to Warrants exercised after such expiration), to
         the Exercise Price which would then be in effect had the adjustments
         made upon the issuance of such rights, options, or warrants been made
         upon the basis of delivery of only the number of shares of Common Stock
         (or securities convertible into or exchangeable for shares of Common
         Stock) actually issued. In case any subscription price may be paid in a
         consideration part or all of which shall be in a form other than cash,
         the value of such consideration 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) In case the Company shall distribute to all
         holders of Common Stock (including any such distribution made to the
         stockholders of the Company in connection with a consolidation or
         merger in which the Company is the continuing corporation) evidences of
         its indebtedness or assets (other than cash dividends or distributions
         and dividends payable in shares of Common Stock), or rights, options,
         or


                                      E-22
<PAGE>

         warrants to subscribe for or purchase Common Stock, or securities
         convertible into or exchangeable for shares of Common Stock (excluding
         those with respect to the issuance of which an adjustment of the
         Exercise Price is provided pursuant to Section 6(b) hereof), then, in
         each case, the Exercise Price shall be adjusted by multiplying the
         Exercise Price in effect immediately prior to the record date for the
         determination of stockholders entitled to receive such distribution by
         a fraction, the numerator of which shall be the Current Market Price
         per share of Common Stock on such record date, less the fair market
         value (as determined in good faith by the board of directors of the
         Company, whose determination shall be conclusive absent manifest error)
         of the portion of the evidences of indebtedness or assets so to be
         distributed, or of such rights, options, or warrants or convertible or
         exchangeable securities, applicable to one share, and the denominator
         of which shall be such Current Market Price per share of Common Stock.
         Such adjustment shall be made whenever any such distribution is made,
         and shall become effective on the record date for the determination of
         stockholders entitled to receive such distribution.

                     (d) For the purpose of any computation under this
         Section 6, the Current Market Price per share of Common Stock on any
         date shall be deemed to be the average of the daily closing prices for
         the 30 consecutive trading days immediately preceding the date in
         question. The closing price for each day shall be the last reported
         sales price regular way or, in case no such reported sale takes place
         on such day, the closing bid price regular way, in either case on the
         principal national securities exchange (including, for purposes hereof,
         the NASDAQ SmallCap Market) on which the Common Stock is listed or
         admitted to trading or, if the Common Stock is not listed or admitted
         to trading on any national securities exchange, the highest reported
         bid price for the Common Stock as furnished by the National Association
         of Securities Dealers, Inc. through NASDAQ or a similar organization if
         NASDAQ is no longer reporting such information. If on any such date the
         Common Stock is not listed or admitted to trading on any national
         securities exchange and is not quoted by NASDAQ or any similar
         organization, the fair value of a share of Common Stock on such date,
         as determined in good faith by the board of directors of the Company,
         whose determination shall be conclusive absent manifest error, shall be
         used.

                     (e) No adjustment in the Exercise Price shall be
         required if such adjustment is less than $.05; PROVIDED, HOWEVER, that
         any adjustments which by reason of this Section 6 are not required to
         be made shall be carried forward and taken into account in any
         subsequent adjustment. All calculations under this Section 6 shall be
         made to the nearest cent or to the nearest one-thousandth of a share,
         as the case may be.

                     (f) In any case in which this Section 6 shall require
         that an adjustment in the Exercise Price be made 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 or converted this Warrant after such record date, the
         shares of Common Stock, if any, issuable upon such exercise or
         conversion over and above the


                                      E-23
<PAGE>

         shares of Common Stock, if any, issuable upon such exercise or
         conversion 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.

                     (g) Upon each adjustment of the Exercise Price as a
         result of the calculations made in Sections 6(b) or 6(c) hereof, this
         Warrant shall thereafter evidence the right to purchase, at the
         adjusted Exercise Price, that number of shares (calculated to the
         nearest thousandth) obtained by dividing (i) the product obtained by
         multiplying the number of shares purchasable upon exercise of this
         Warrant prior to adjustment of the number of shares by the Exercise
         Price in effect prior to adjustment of the Exercise Price, by (ii) the
         Exercise Price in effect after such adjustment of the Exercise Price.

                     (h) Whenever there shall be an adjustment as provided
         in this Section 6, the Company shall promptly cause written notice
         thereof to be sent by 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 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.

                     (j) The Company shall not be required to issue
         fractions of shares of Common Stock or other capital stock of the
         Company upon the exercise or conversion of this Warrant. If any
         fraction of a share would be issuable on the exercise or conversion 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 Current Market Price of such share of Common Stock on the date
         of exercise or conversion of this Warrant.

                  7. (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 or conversion 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 or converted 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


                                      E-24
<PAGE>

         provide for adjustments which shall be as nearly equivalent as
         practicable to the adjustments in Section 6.

                     (b) In case of any reclassification or change of the
         shares of Common Stock issuable upon exercise or conversion of this
         Warrant (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 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 or more
         classes or series of shares), the Holder shall have the right
         thereafter to receive upon exercise or conversion 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 or converted 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 6.

                     (c) The above provisions of this Section 7 shall
         similarly apply to successive reclassifications and changes of shares
         of Common Stock and to successive consolidations, mergers, sales,
         leases, or conveyances.

                  8. In case at any time the Company shall propose

                           (a) to 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; or

                     (b) to 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; or

                     (c) to effect any reclassification or change of
         outstanding shares of Common Stock, or any consolidation, merger, sale,
         lease, or conveyance of property, described in Section 7; or

                     (d)      to effect any liquidation, dissolution, or
winding-up of the Company; or


                                      E-25
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                     (e) to take any other action which would cause an
adjustment to the Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) 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, (ii) 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 (iii) the date of such action which would require
an adjustment to the Exercise Price.

                  9. The issuance of any shares or other securities upon the
exercise or conversion of this Warrant, and the delivery of certificates or
other instruments representing such shares or other securities, shall be made
without charge to the Holder for any tax or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

                  10. (a) If, at any time prior to January 10, 2005, while any
         Warrant or Warrant Shares are outstanding, the Company shall file a
         registration statement with the Securities and Exchange Commission (the
         "Commission") to register the sale any of its equity securities for its
         own account (and not for the account of a security holder or holders)
         for cash, other than (w) a registration relating to employee benefit
         plans, (x) a registration relating to a corporate reorganization or
         other transaction under Rule 145, (y) a registration relating to the
         Company's equity line of credit with Cambois Finance, Inc., or (z) a
         registration on any registration form that does not permit secondary
         sales, the Company shall give the Holder at least 15 days prior written
         notice of the filing of such registration statement. If requested by
         the Holder in writing within 10 days after receipt of any such notice,
         the Company shall, at the Company's sole expense (other than the fees
         and disbursements of counsel for the Holder and the underwriting
         discounts, if any, payable in respect of the Warrant Shares sold by the
         Holder), register or qualify all or, at the Holders' option, any
         portion of the Warrant Shares of the Holder concurrently with the
         registration of such other securities, all to the extent requisite to
         permit the public offering and sale of the Warrant Shares through the
         facilities of all appropriate securities exchanges and the
         over-the-counter market. As a condition to the registration of any
         Warrant Shares in an underwritten public offering, the Holder shall
         (together with the


                                      E-26
<PAGE>

         Company and the other holders of securities of the Company with
         registration rights to participate therein distributing their
         securities through such underwriting) enter into an underwriting
         agreement in customary form with the representative of the underwriter
         or underwriters selected by the Company. Notwithstanding the foregoing,
         if the representative of the underwriter or underwriters of any such
         offering shall advise the Company in writing that, in its opinion, the
         distribution of all or a portion of the Warrant Shares requested to be
         included in the registration concurrently with the securities being
         registered by the Company would adversely affect the distribution of
         such securities by the Company for its own account, the number of
         shares that may be included in such registration in such offering shall
         be allocated as follows: (i) first, the Company shall be permitted to
         include all shares of capital stock to be registered thereby and (ii)
         second, the Holder shall be allowed to include such additional amount
         as the lead managing underwriter deems appropriate, such amount to be
         allocated among such Holder and any other selling stockholders on a pro
         rata basis based on the total number of shares of capital stock held
         thereby. As used herein, "Warrant Shares" shall mean the Warrant Shares
         and the Conversion Shares which, in each case, have not been previously
         sold pursuant to a registration statement or Rule 144 promulgated under
         the Act.

                     (b) In the event of a registration pursuant to the
         provisions of this Section 10, the Company shall use its best efforts
         to cause the Warrant Shares so registered to be registered or qualified
         for sale under the securities or blue sky laws of such jurisdictions as
         the Holder may reasonably request; PROVIDED, HOWEVER, that the Company
         shall not be required to qualify to do business in any state by reason
         of this Section 10(b) in which it is not otherwise required to qualify
         to do business.

                     (c) The Company shall keep effective any registration
         or qualification contemplated by this Section 10 and shall from time to
         time amend or supplement each applicable registration statement,
         preliminary prospectus, final prospectus, application, document, and
         communication for such period of time as shall be required to permit
         the Holder to complete the offer and sale of the Warrant Shares covered
         thereby. The Company shall in no event be required to keep any such
         registration or qualification in effect for a period in excess of 90
         days from the date on which the Holder is first free to sell such
         Warrant Shares; PROVIDED, HOWEVER, that, if the Company is required to
         keep any such registration or qualification in effect with respect to
         securities other than the Warrant Shares beyond such period, the
         Company shall keep such registration or qualification in effect as it
         relates to the Warrant Shares for so long as such registration or
         qualification remains or is required to remain in effect in respect of
         such other securities.

                     (d) In the event of a registration pursuant to the
         provisions of this Section 10, the Company shall furnish to the Holder
         such number of copies of the registration statement and of each
         amendment and supplement thereto (in each case, including all
         exhibits), such reasonable number of copies of each prospectus
         contained in such registration statement and each supplement or
         amendment thereto (including each preliminary prospectus), all of which
         shall conform to the requirements of the Act and the


                                      E-27
<PAGE>

         rules and regulations thereunder, and such other documents, as the
         Holder may reasonably request to facilitate the disposition of the
         Warrant Shares included in such registration.

                      (e) In the event of a registration pursuant to the
         provisions of this Section 10, the Company shall furnish the Holder so
         registered with an opinion of its counsel covering such matters as are
         customarily the subject of opinions of issuer's counsel provided to
         underwriters in underwritten public offerings.

                      (f) The Company agrees that until the Warrant has
         expired or all of the Warrant Shares have been sold under a
         registration statement or pursuant to Rule 144 under the Act, it shall
         keep current in filing all reports, statements and other materials
         required to be filed with the Commission to permit the Holder to sell
         the Warrant Shares under Rule 144.

                  11. (a) Subject to the conditions set forth below, the Company
         agrees to indemnify and hold harmless the Holder, its officers,
         directors, partners, employees, agents, and counsel, and each person,
         if any, who controls any such person within the meaning of Section 15
         of the Act or Section 20(a) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), from and against any and all loss,
         liability, charge, claim, damage, and expense whatsoever (which shall
         include, for all purposes of this Section 11, but not be limited to,
         attorneys' fees and any and all reasonable expense whatsoever incurred
         in investigating, preparing, or defending against any litigation,
         commenced or threatened, or any claim whatsoever, and any and all
         amounts paid in settlement of any claim or litigation), as and when
         incurred, arising out of, based upon, or in connection with (i) any
         untrue statement or alleged untrue statement of a material fact
         contained (A) in any registration statement, preliminary prospectus, or
         final prospectus (as from time to time amended and supplemented), or
         any amendment or supplement thereto, relating to the sale of the
         Warrant Shares, or (B) in any application or other document or
         communication (in this Section 11 collectively called an "application")
         executed by or on behalf of the Company or based upon written
         information furnished by or on behalf of the Company filed in any
         jurisdiction in order to register or qualify any of the Warrant Shares
         under the securities or blue sky laws thereof or filed with the
         Commission or any securities exchange; or any omission or alleged
         omission to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading, unless such
         statement or omission was made in reliance upon and in conformity with
         written information furnished to the Company with respect to the Holder
         by or on behalf of the Holder expressly for inclusion in any
         registration statement, preliminary prospectus, or final prospectus, or
         any amendment or supplement thereto, or in any application, as the case
         may be, or (ii) any breach of any representation, warranty, covenant,
         or agreement of the Company contained in this Warrant. The foregoing
         agreement to indemnify shall be in addition to any liability the
         Company may otherwise have, including liabilities arising under this
         Warrant.


                                      E-28
<PAGE>

                  If any action is brought against the Holder or any of its
         officers, directors, partners, employees, agents, or counsel, or any
         controlling persons of such person (an "indemnified party") in respect
         of which indemnity may be sought against the Company pursuant to the
         foregoing paragraph, such indemnified party or parties shall promptly
         notify the Company in writing of the institution of such action (but
         the failure so to notify shall not relieve the Company from any
         liability pursuant to this Section 11(a) except to the extent that such
         failure shall result in prejudice to the Company) and the Company shall
         promptly assume the defense of such action, including the employment of
         counsel (reasonably satisfactory to such indemnified party or parties)
         and payment of expenses. Such indemnified party or parties shall have
         the right to employ its or their own counsel in any such case, but the
         fees and expenses of such counsel shall be at the expense of such
         indemnified party or parties unless the employment of such counsel
         shall have been authorized in writing by the Company in connection with
         the defense of such action or the Company shall not have promptly
         employed counsel reasonably satisfactory to such indemnified party or
         parties to have charge of the defense of such action or such
         indemnified party or parties shall have reasonably concluded that there
         may be one or more legal defenses available to it or them or to other
         indemnified parties which are different from or additional to those
         available to the Company, in any of which events such fees and expenses
         shall be borne by the Company and the Company shall not have the right
         to direct the defense of such action on behalf of the indemnified party
         or parties. The Company shall not be obligated to pay the fees and
         expenses of more than one such separate counsel for any one such action
         or proceeding in any one jurisdiction. Anything in this Section 11 to
         the contrary notwithstanding, the Company shall not be liable for any
         settlement of any such claim or action effected without its written
         consent, which shall not be unreasonably withheld. The Company shall
         not, without the prior written consent of each indemnified party that
         is not released as described in this sentence, settle or compromise any
         action, or permit a default or consent to the entry of judgment in or
         otherwise seek to terminate any pending or threatened action, in
         respect of which indemnity may be sought hereunder (whether or not any
         indemnified party is a party thereto), unless such settlement,
         compromise, consent, or termination includes an unconditional release
         of each indemnified party from all liability in respect of such action.
         The Company agrees promptly to notify the Holder of the commencement of
         any litigation or proceedings against the Company or any of its
         officers or directors in connection with the sale of any Warrant Shares
         or any preliminary prospectus, prospectus, registration statement, or
         amendment or supplement thereto, or any application relating to any
         sale of any Warrant Shares.

                           (b) The Holder agrees to indemnify and hold harmless
         the Company, each director of the Company, each officer of the Company
         who shall have signed any registration statement covering Warrant
         Shares held by the Holder, each other person, if any, who controls the
         Company within the meaning of Section 15 of the Act or Section 20(a) of
         the Exchange Act, and its or their respective counsel, to the same
         extent as the foregoing indemnity from the Company to the Holder in
         Section 11(a), but only with respect to statements or omissions, if
         any, made in any registration statement, preliminary


                                      E-29
<PAGE>

         prospectus, or final prospectus (as from time to time amended and
         supplemented), or any amendment or supplement thereto, or in any
         application, in reliance upon and in conformity with written
         information furnished to the Company by or on behalf of the Holder
         expressly for inclusion in any such registration statement, preliminary
         prospectus, or final prospectus, or any amendment or supplement
         thereto, or in any application, as the case may be. If any action shall
         be brought against the Company or any other person so indemnified based
         on any such registration statement, preliminary prospectus, or final
         prospectus, or any amendment or supplement thereto, or in any
         application, and in respect of which indemnity may be sought against
         the Holder pursuant to this Section 11(b), the Holder shall have the
         rights and duties given to the Company, and the Company and each other
         person so indemnified shall have the rights and duties given to the
         indemnified parties, by the provisions of Section 11(a).

                           (c) To provide for just and equitable contribution,
         if (i) an indemnified party makes a claim for indemnification pursuant
         to Section 11(a) or 11(b) (subject to the limitations thereof) but it
         is found in a final judicial determination, not subject to further
         appeal, that such indemnification may not be enforced in such case,
         even though this Agreement expressly provides for indemnification in
         such case, or (ii) any indemnified or indemnifying party seeks
         contribution under the Act, the Exchange Act or otherwise, then the
         Company (including for this purpose any contribution made by or on
         behalf of any director of the Company, any officer of the Company who
         signed any such registration statement, any controlling person of the
         Company, and its or their respective counsel), as one entity, and the
         Holder (including for this purpose any contribution by or on behalf of
         an indemnified party), as a second entity, shall contribute to the
         losses, liabilities, claims, damages, and expenses whatsoever to which
         any of them may be subject, on the basis of relevant equitable
         considerations such as the relative fault of the Company and such
         Holder in connection with the facts which resulted in such losses,
         liabilities, claims, damages, and expenses. The relative fault, in the
         case of an untrue statement, alleged untrue statement, omission, or
         alleged omission, shall be determined by, among other things, whether
         such statement, alleged statement, omission, or alleged omission
         relates to information supplied by the Company or by such Holder, and
         the parties' relative intent, knowledge, access to information, and
         opportunity to correct or prevent such statement, alleged statement,
         omission, or alleged omission. The Company and the Holder agree that it
         would be unjust and inequitable if the respective obligations of the
         Company and the Holder for contribution were determined by pro rata or
         per capita allocation of the aggregate losses, liabilities, claims,
         damages, and expenses (even if the Holder and the other indemnified
         parties were treated as one entity for such purpose) or by any other
         method of allocation that does not reflect the equitable considerations
         referred to in this Section 11(c). In no case shall the Holder be
         responsible for a portion of the contribution obligation imposed on it
         in excess of its pro rata share based on the number of shares of Common
         Stock owned (or which would be owned upon exercise of all Warrant or
         Warrant Shares) by it and included in such registration as compared to
         the total number of shares of Common Stock included in such
         registration. No person guilty of a fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Act) shall be


                                      E-30
<PAGE>

         entitled to contribution from any person who is not guilty of such
         fraudulent misrepresentation. For purposes of this Section 11(c), each
         person, if any, who controls the Holder within the meaning of Section
         15 of the Act or Section 20(a) of the Exchange Act and each officer,
         director, partner, employee, agent, and counsel of each such Holder or
         control person shall have the same rights to contribution as such
         Holder or control person and each person, if any, who controls the
         Company within the meaning of Section 15 of the Act or Section 20(a) of
         the Exchange Act, each officer of the Company who shall have signed any
         such registration statement, each director of the Company, and its or
         their respective counsel shall have the same rights to contribution as
         the Company, subject in each case to the provisions of this Section
         11(c). Anything in this Section 11(c) to the contrary notwithstanding,
         no party shall be liable for contribution with respect to the
         settlement of any claim or action effected without its written consent.
         This Section 11(c) is intended to supersede any right to contribution
         under the Act, the Exchange Act or otherwise.

                  12. Unless registered pursuant to the provisions of Section 10
hereof, the Warrant Shares or Conversion Shares issued upon exercise or
conversion of the Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing such Warrant Shares shall bear the
following legend:

         "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THESE
         SECURITIES CANNOT BE SOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION AND
         QUALIFICATION UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND
         QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF
         COUNSEL SATISFACTORY TO THE COMPANY TO THAT EFFECT."

                  13. 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, the Company shall execute and deliver to the
Holder thereof a new Warrant of like date, tenor, and denomination.

                  14. The Holder shall not have, solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.

                  15. This Warrant 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 principles of conflicts of law.

                  16. The Company irrevocably consents to the jurisdiction of
the courts of the federal courts located in the City of New York in connection
with any action or proceeding


                                      E-31
<PAGE>

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 by registered mail,
return receipt requested. Within 30 days after such service, or such other time
as may be mutually agreed upon in writing by the attorneys for the parties to
such action or proceeding, the Company shall appear to answer such summons,
complaint or other process. Should the Company so served fail to appear or
answer within such 30-day period or such extended period, as the case may be,
the Company shall be deemed in default and judgment may be entered against the
Company for the amount as demanded in any summons, complaint or other process so
served. The Company and Holder (by Holder's acceptance of this Warrant) agree
that if any action or proceeding is brought to construe or enforce the terms and
conditions of this Warrant or the rights of the parties hereunder, the losing
party shall pay to the prevailing party all court costs and reasonable
attorneys' fees and costs (at the prevailing party's attorneys then-current
rates) incurred in such action or proceeding. A party that voluntarily dismisses
an action or proceeding shall be considered a losing party for purposes of this
provision.

Dated: January 10 2000

                                    NETLOJIX COMMUNICATIONS, INC.

                                    By: /s/ ANTHONY E. PAPA
                                       ----------------------------------------
                                       Anthony E. Papa, Chief Executive Officer


                                      E-32
<PAGE>

                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder is permitted to transfer
the attached Warrant.)

                  FOR VALUE RECEIVED, hereby sells, assigns, and transfers unto
__________________ a Warrant to purchase __________ shares of Common Stock, par
value $.01 per share, of NetLojix Communications, Inc. (the "Company"), together
with all right, title, and interest therein, and does hereby irrevocably
constitute and appoint attorney to transfer such Warrant on the books of the
Company, with full power of substitution.

                                                Dated:__________________

                               By:___________________
                               Signature

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


                                      E-33
<PAGE>

To:      NetLojix Communications, Inc.

                              ELECTION TO EXERCISE

         The undersigned hereby exercises his or its rights to purchase _______
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $_________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:

_________________________________

_________________________________

_________________________________

(Print Name, Address and Social Security
or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

                                                    Dated:_______________

                               By:_____________________

                               Print Name


                               ________________________
                               Signature

Address:

_____________________________________

_____________________________________


                                      E-34
<PAGE>

To:      NetLojix Communications, Inc.

                             CASHLESS EXERCISE FORM
            (To be executed upon conversion of the attached Warrant)

         The undersigned hereby irrevocably elects to surrender its Warrant for
the number of shares of Common Stock as shall be issuable pursuant to the
cashless exercise provisions of the within Warrant, in respect of __________
shares of Common Stock underlying the within Warrant, and requests that
certificates for such securities be issued in the name of and delivered to:


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

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

-----------------------------------------------------------------------------
                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of shares shall not be all the shares exchangeable or
purchasable under the within Warrant, that a new Warrant for the balance of the
Warrant Shares covered by the within Warrant be registered in the name of, and
delivered to, the undersigned at the addressed stated below.

Dated: _________________________            Name _____________________________
                                                  (Print)

Address: _____________________________________________________________



                                     ----------------------------------
                                                   (Signature)


                                 E-35