<PAGE>
                                                                    EXHIBIT 10.1

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

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

                             MINDARROW SYSTEMS, INC.


                            WARRANTS FOR THE PURCHASE
                                       OF
                SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE

NO.  311                                                       NOVEMBER 19, 2001

THIS CERTIFIES that, for value received, SBI E2-CAPITAL (USA) LTD. (together
with all permitted assigns, the "Holder") is entitled to subscribe for, and
purchase from, MINDARROW SYSTEMS, INC., a Delaware corporation (the "Company"),
up to two million (2,000,000) shares of the Company's common stock, par value
$.001 per share upon the terms and conditions set forth herein, at any time or
from time to time during the period commencing on the date hereof (the "Initial
Exercise Date") and terminating at 5:00 p.m., New York City local time, on the
first anniversary of the Initial Exercise Date (the "Exercise Period"). This
Warrant is exercisable at an exercise price per share equal to $2.00 per share
(the "Exercise Price"); provided, however, that upon the occurrence of any of
the events specified in Section 5 hereof, the rights granted by this Warrant,
including the number of shares of Common Stock to be received upon such
exercise, shall be adjusted as therein specified.

<PAGE>
        This Warrant, together with the warrants issuable upon the transfer
hereof, are hereinafter referred to as the Warrants. Each share of Common Stock
issuable upon the exercise hereof or thereof shall be hereinafter referred to as
a "Warrant Share".

        SECTION 1   EXERCISE OF WARRANT.

               This Warrant may be exercised during the Exercise Period, either
in whole or in part, by the surrender of this Warrant (accompanied by the
election form, attached hereto, duly executed) to the Company at its office at
101 Enterprise, Suite 340, Aliso Viejo, California 92656, 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
product of the Exercise Price and the number of Warrant Shares for which this
Warrant is being exercised.

        SECTION 2   RIGHTS UPON EXERCISE; DELIVERY OF SECURITIES.

               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, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing the Warrant Shares with respect to which
this Warrant was exercised 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
representing 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 Warrant evidencing the right of the Holder to purchase the
balance of the aggregate number of Warrant Shares purchasable hereunder as to
which this Warrant has not been exercised or assigned.

        SECTION 3   REGISTRATION OF TRANSFER AND EXCHANGE.

               Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be numbered and shall be registered in a warrant register (the
"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 of transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable on the books of the Company only 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

<PAGE>
representative, duly authenticated evidence of his, her, 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, neither this Warrant nor the Warrant Shares
issued or issuable upon exercise of this Warrant may be sold, transferred,
assigned, hypothecated or otherwise disposed of without the Holder first
providing the Company with an opinion of counsel reasonably satisfactory to the
Company that such sale, transfer, assignment, hypothecation or other disposal
will be exempt from the registration and prospectus delivery requirements of
applicable federal and state securities laws and regulations.

        SECTION 4   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 Warrants, such number of shares of Common Stock as
shall, from time to time, be sufficient therefor. The Company represents that
all shares of Common Stock issuable upon exercise of this Warrant are duly
authorized and, upon receipt by the Company of the full payment for such Warrant
Shares, will be validly issued, fully paid, and nonassessable, without any
personal liability attaching to the ownership thereof and will not be issued in
violation of any preemptive or similar rights of stockholders.

        SECTION 5   ANTIDILUTION.

               (a) If, while this Warrant is outstanding, the Company effects a
subdivision of the outstanding Common Stock, the Exercise Price then in effect
shall be proportionately decreased and the number of Warrant Shares issuable
upon exercise of this Warrant shall be increased in proportion to such increase
of outstanding Common Stock, and conversely, if, while this Warrant is
outstanding, the Company combines the outstanding Common Stock, the Exercise
Price then in effect shall be proportionately increased and the number of
Warrant Shares issuable upon exercise of this Warrant shall be decreased in
proportion to such decrease in outstanding Common Stock. Any adjustment under
this Section 5(a) shall become effective as of the record date for such event
and if such subdivision or combination is not consummated in full the Exercise
Price and the number of Warrant Shares shall be readjusted accordingly. For
purposes of this Section 5(a), a stock dividend shall be considered a stock
split.

               (b) All calculations under this Section 5 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.

               (c) In any case in which this Section 5 shall require that an
adjustment in the number of Warrant Shares 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 this Warrant after
such record date, the Warrant Shares, if any, issuable upon such exercise over
and above the number of Warrant Shares issuable

<PAGE>
upon such exercise on the basis of the number of shares of Common Stock 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 of Common Stock upon the
occurrence of the event requiring such adjustment.

               (d) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall within 15 days thereafter 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 issuable and the Exercise Price thereof 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.

               (e) 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 of Common Stock would be issuable on
the exercise of this Warrant (or specified portions thereof), the Company shall
pay lieu of such fraction an amount in cash equal to the same fraction of the
Current Market Price on the date of exercise of this Warrant.

               (f) No adjustment in the Exercise Price per Warrant Share shall
be required if such adjustment is less than $.01; 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.

        SECTION 6   RECLASSIFICATION; REORGANIZATION; MERGER.

               (a) In case of any capital reorganization, other than in the
cases referred to in Section 5(a) hereof, or the consolidation or merger of the
Company with or into another corporation (other than a merger or consolidation
in which the Company is the continuing corporation and which does not result in
any reclassification of the outstanding shares of Common Stock or the conversion
of such outstanding shares of Common Stock into shares of other stock or other
securities or property), or in the 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 actions being hereinafter
collectively referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of this Warrant (in lieu of the number of Warrant
Shares theretofore deliverable) the number of shares of stock or other
securities or property to which a holder of the respective number of Warrant
Shares which would otherwise have been deliverable upon the exercise of this
Warrant would have been entitled upon such Reorganization if this Warrant had
been exercised in full immediately prior to such Reorganization. In case of any
Reorganization, appropriate adjustment, as determined in good faith by the Board
of Directors of the Company, shall be made in the application of the provisions
herein set forth with respect to the rights and interests of the Holder so that

<PAGE>
the provisions set forth herein shall thereafter be applicable, as nearly as
possible, in relation to any shares or other property thereafter deliverable
upon exercise of this Warrant. Any such adjustment shall be made by, and set
forth in, a supplemental agreement between the Company, or any successor
thereto, and the Holder, with respect to this Warrant, and shall for all
purposes hereof conclusively be deemed to be an appropriate adjustment. In the
event of sale, lease, or conveyance or other transfer of all or substantially
all of the assets of the Company as part of a plan for liquidation of the
Company, all rights to exercise this Warrant shall terminate 30 days after the
Company gives written notice to the Holder that such sale or conveyance or other
transfer has been consummated. If, in connection with the consolidation or
merger of the Company with or into another corporation (other than a merger or
consolidation in which the Company is the continuing corporation and which does
not result in any reclassification of the outstanding shares of Common Stock or
the conversion of such outstanding shares of Common Stock into shares of other
stock or other securities or property), the Company's Board of Directors does
not make provision for the preservation of the purchase rights of holder of this
Warrant, then any portion of this Warrant not exercised as of the effective date
of the closing of the subject transaction (the "Effective Date") shall be
cancelled and of no further force or effect; provided that (1) the election of
the Company's Board of Directors to cause cancellation of this Warrant shall be
evidenced by a resolution of the Company's Board of Directors, (2) the holder of
this Warrant shall receive written notice from the Company not less than 30 days
prior to the Effective Date stating (a) the proposed Effective Date, (b) which
of the rights evidenced by this Warrant are proposed to be cancelled, and (c) a
description of the transaction which would result in the full or partial
cancellation of this Warrant, and (3) if the subject transaction does not close
within 45 days of the Effective Date stated in the notice, then the notice of
cancellation, as well as any notices of intended exercise of this Warrant by the
holder, shall be deemed rescinded.

               (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 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 or
holders of this Warrant 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
Warrant Shares 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.

<PAGE>
               (c) 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.

        SECTION 7   NOTICE OF CERTAIN EVENTS.

               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, as described in Section 6; or

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

        (e) to take any other action which would cause an adjustment to the
Exercise Price per Warrant Share;

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 10
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 per Warrant Share.

        SECTION 8   CHARGES AND TAXES.

               The issuance of any shares or other securities upon the exercise
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

<PAGE>
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.

        SECTION 9   PERIODIC REPORTS.

               The Company agrees that until all the Warrant Shares shall have
been sold pursuant to Rule 144 under the Securities Act or a Registration
Statement under the Securities Act, it shall use best efforts to keep current in
filing all reports, statements, and other materials required to be filed with
the Commission to permit holders of the Warrant Shares to sell such securities
under Rule 144 under the Securities Act.

        SECTION 10   LEGEND.

               Until sold pursuant to the provisions of Rule 144 or otherwise
registered under the Securities Act, the Warrant Shares issued on exercise of
the Warrants shall be subject to a stop transfer order and the certificate or
certificates representing the Warrant Shares shall bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1)
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS.

        SECTION 11   REGISTRATION RIGHTS.

                (a) The Company shall, subject to the terms and conditions of
this Warrant, file a registration statement with the Commission to register the
Warrant Shares for resale by the Holder under the Securities Act. With respect
to the Warrant Shares to be registered, the Company shall take the following
actions:

                (i) Prepare, file with the Commission on or before sixty days
        after the date of this Warrant, and use commercially reasonable efforts
        to cause to become effective as soon as possible thereafter and keep
        effective until the date on which

<PAGE>
        the Warrant Shares are freely tradable to the public without restriction
        pursuant to Rule 144 promulgated under the Securities Act, but in no
        event later than one year after the date of this Warrant, a registration
        statement on Form S-3 covering the resale by the Holder of the Warrant
        Shares, and reasonable and necessary amendments (the "Registration
        Statement") to ensure that the Registration Statement remains in
        compliance in all material respects with the Securities Act and other
        applicable securities laws;

                (ii) Furnish to the Holder such number of copies of a
        prospectus, including a preliminary prospectus, and all amendments and
        supplements thereto, in conformity with the requirements of the
        Securities Act and as may reasonably be required to facilitate the
        disposition of the Warrant Shares;

                (iii) Use commercially reasonable efforts to register and
        qualify the securities covered by the Registration Statement under such
        other securities or Blue Sky laws of selected jurisdictions deemed
        reasonably necessary by the Holder, and prepare and file in those
        jurisdictions such amendments (including post-effective amendments) and
        supplements and to take such other actions as may be necessary to
        maintain such registration and qualification as necessary;

                (iv) Notify the Holder, at any time when a prospectus relating
        to securities covered by the Registration Statement is required to be
        delivered under the Securities Act, of the happening of any event as a
        result of which the prospectus included in the Registration Statement,
        as then in effect, includes an untrue statement of a material fact or
        omits to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of the
        circumstances then existing; in such event the Holder, shall refrain
        from thereafter selling securities until an amendment or supplement to
        the Registration Statement is filed to correct any such untrue statement
        or omission or until such statement or omission is otherwise no longer
        untrue, provided, however, that the Company use best efforts to promptly
        file with the Securities Act, and cause to become effective under the
        Securities Act, such amendment or supplement; and

                (v) Notify the Holder, of the issuance by the Commission of any
        stop order suspending the effectiveness of the Registration Statement or
        the initiation of any proceedings for that purpose.

                (b) Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to Section 11(a): (i) if Form S-3 is not
available for such offering of the Warrant Shares; (ii) in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in affecting such registration, qualification or
compliance, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act; (iii) if, at
such time, the Warrant Shares held by Holder, are freely tradable without regard
to any volume restrictions under Rule 144 promulgated under the Securities Act.

<PAGE>
               (c) (i) In the event that Form S-3 is not then available to the
Company for an offering of the Warrant Shares and the Company proposes to
register any of its securities under the Securities Act in connection with the
public offering of such securities (other than a registration form relating to:
(A) a registration of a stock option, stock purchase or compensation or
incentive plan or of stock issued or issuable pursuant to any such plan, or a
dividend investment plan; or (B) a registration of securities issued or proposed
to be issued in exchange for securities or assets of or in connection with a
merger or consolidation with, another corporation), the Company shall, as
promptly as reasonably practical, give the Holder written notice of such
registration. Upon the written request of the Holder given within ten (10) days
after receipt of such written notice from the Company, the Company shall,
subject to the provisions of Section 11(c)(ii) (in the case of an underwritten
offering), use its commercially reasonable efforts to cause to be registered
under the Securities Act all of the Warrant Shares that the Holder has requested
to be registered.

               (ii) The right of the Holder to "piggyback" in an underwritten
public offering of the Company's securities pursuant to Section 11(c)(i) shall
be conditioned upon the Holder's participation in such underwriting and the
inclusion of the Warrant Shares in the underwriting to the extent provided
herein. The Holder shall (together with the Company and any other shareholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for underwriting by the Company. Notwithstanding any other provision of
Section 11(c), if the underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the underwriter may
exclude some or all of the Warrant Shares from such registration and
underwriting, provided that the Holder is allowed to participate in the offering
in the same proportion (based on the total number of securities to be
registered) as any other stockholder of the Company (i) participating in such
offering and (ii) having registration rights on parity with the Holder;
provided, however, that nothing in this Warrant shall be construed to limit the
Company's ability to grant registration rights on parity with or senior to those
rights of the Holder. If the Holder disapproves of the terms of any such
underwriting, it may elect to withdraw therefrom by written notice to the
Company. Any Warrant Shares excluded or withdrawn from such underwriting shall
be withdrawn from such registration.

               (d) All expenses incurred in connection with registrations
pursuant to this Section 11, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, reasonable fees and disbursements of
one counsel (up to $5,000 in the aggregate) for the Holder of this Warrant, the
Warrant Shares, and any warrants issued upon the registration of transfer of
this Warrant, which counsel shall be Robert Steven Brown, Esq. of Reitler Brown
LLC, blue sky fees and expenses and the expense of any special audits incident
to or required by any such registration (but excluding the fees and expenses of
any counsel for any Holder) shall be borne by the Company. All underwriting
discounts, selling commissions and stock transfer taxes applicable to the
Warrant Shares, shall be borne by Holder.

<PAGE>
        SECTION 12   INDEMNIFICATION.

               (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 12, without
limitation, reasonable attorneys' fees and reasonable expenses 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 in (A) 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 offer and sale of any of
the Warrant Shares, or (B) any application or other document or communication
(in this Section 12, referred to collectively as 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 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 such Holder by, or on behalf of, such person
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.

        If any action is brought against any 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 it may have other than pursuant to this Section 12(a)) and the
Company shall promptly assume the defense of such action, including, without
limitation, the employment of counsel reasonably satisfactory to such
indemnified party or parties and payment of reasonable 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

<PAGE>
party or parties to have charge of the defense of such action or such
indemnified party or the Holder shall have reasonably concluded, with the advice
of counsel, that there may be one or more legal defenses available to it or them
or to other indemnified parties which are different from, or in addition to,
those available to the Company, in any of which events such reasonable 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. Anything in this paragraph 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 consent 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 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 Holders 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 severally 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 relating to Warrant Shares held by such
Holder, and 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, to the
same extent as the foregoing indemnity from the Company to the Holders in
Section 12(a), but only with respect to statements or omissions, if any, made in
any registration statement, preliminary 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 with respect to the Holder 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 any application, and in respect of which
indemnity may be sought against the Holder pursuant to this Section 12(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 12(a). The foregoing
agreement to indemnify shall be in addition to any liability the Holder may
otherwise have.

               (c) To provide for just and equitable contribution, if (i) an
indemnified party makes a claim for indemnification pursuant to Section 12(a) or
12(b) (subject to the limitations thereof), but it is found in a final judicial
determination, not subject to further

<PAGE>
appeal, that such indemnification may not be enforced in such case, even though
this Warrant expressly provides for indemnification in such case, or (ii) any
indemnified or indemnifying party seeks contribution under the Securities 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), as one entity, and the Holders of the Warrant Shares
included in such registration in the aggregate (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 the
Holders 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 the Holders, 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 12(c). In no case shall the
Holder be responsible for a portion of the contribution obligation imposed on
all holders of Warrants 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
Warrants) by it and included in such registration as compared to the number of
shares of Common Stock owned (or which would be owned upon exercise of all
Warrants) by all holders of Warrants and included in such registration. No
person guilty of a fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation. For purposes of this
Section 12(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 the Holder or control person
shall have the same rights to contribution as the 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 12(c).
Anything in this Section 12(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 12(c) is not intended to
supersede any right to contribution under the Securities Act, the Exchange Act,
or otherwise.

<PAGE>
               (e) Controlling Agreement. Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with an underwritten public
offering are in conflict with the foregoing provisions of this Section 12, the
provisions in the underwriting agreement shall control.

        SECTION 13   LOSS; THEFT; DESTRUCTION; MUTILATION.

               Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon receipt by the Company of reasonably
satisfactory indemnification, the Company shall execute and deliver to the
Holder thereof a new Warrant of like date, tenor, and denomination.

        SECTION 14   STOCKHOLDER RIGHTS.

               The Holder of any Warrant 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.

        SECTION 15   GOVERNING LAW.

               This Warrant shall be construed in accordance with the laws of
the State of Delaware applicable to contracts made and performed within such
State, without regard to principles of conflicts of law.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

<PAGE>
        IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first above written.

                                        MINDARROW SYSTEMS, INC.

                                        BY: /s/    MICHAEL R. FRIEDL
                                            ------------------------------------
                                            NAME:  MICHAEL R. FRIEDL
                                            TITLE: CHIEF FINANCIAL OFFICER

<PAGE>
                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
        FOR VALUE RECEIVED, ______________________ hereby sells, assigns, and
transfers unto _________________ a Warrant to purchase __________ shares of
Common Stock, par value $0.001 per share, of MindArrow Systems, Inc., a Delaware
corporation (the "Company"), and does hereby irrevocably constitute and appoint
___________ attorney to transfer such Warrant on the books of the Company, with
full power of substitution.

Dated:
       ------------------------

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

                                     NOTICE

        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.

<PAGE>
                              ELECTION TO EXERCISE

To:     MindArrow Systems, Inc.

        The undersigned hereby exercises his, her, or its rights to purchase
shares of Common Stock, par value $0.001 per share ("the Common Stock"), of
MindArrow Systems, Inc., a Delaware corporation (the "Company"), covered by the
within Warrant and tenders payment herewith in the amount of $_____ in
accordance with the terms thereof, and requests that certificates for the
securities constituting such shares of Common Stock 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 of Common Stock shall not constitute all such
shares of Common Stock covered by the within Warrant, that a new Warrant for the
balance of the shares of Common Stock covered by the within Warrant shall be
registered in the name of, and delivered to, the undersigned at the address
stated below.

Dated:                                   Name
       ---------------------                   ---------------------------------
                                                            (Print)

Address:


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