<PAGE>


                                                                    Exhibit 10.3


                                WARRANT AGREEMENT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER
THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED
UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF THE ACT AND THE SELLER WILL BE PROVIDED WITH
OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

                                 C ME RUN CORP.

                            Warrant for the Purchase
                            of Shares of Common Stock

January 28, 2000                                                  400,000 Shares

            FOR VALUE RECEIVED, C Me Run Corp., a Delaware corporation (the
"Company"), hereby certifies that Thomson Kernaghan & Co. Limited, an Ontario
corporation (the "Holder"), is entitled, subject to the provisions of this
Warrant, to purchase from the Company, at any time or from time to time during
the applicable Exercise Period (as hereinafter defined) the number of fully paid
and nonassessable shares of common stock of the Company, par value $0.01 per
share (the "Common Stock"), set forth above at the applicable Exercise Price (as
hereinafter defined).

            The number and character of shares of Common Stock or other
securities to be received upon exercise of this Warrant are subject to
adjustment in accordance with the provisions herein (including without
limitation Sections 7 and 8).
<PAGE>

            For purposes of this Warrant, "Warrant Shares" means the shares of
Common Stock deliverable upon exercise of this Warrant, as adjusted from time to
time. Unless the context requires otherwise all references to Common Stock and
Warrant Shares in this Warrant shall, in the event of an adjustment pursuant to
Section 7 hereof, be deemed to refer also to any securities or property then
issuable upon exercise of this Warrant as a result of such adjustment.

            Section 1. Exercise of Warrant. This Warrant may be exercised, as a
whole or in part, at any time or from time to time during the applicable
Exercise Period (as hereinafter defined) or, if such day is a day on which
banking institutions in New York City are authorized by law to close, then on
the next succeeding day that shall not be such a day, by presentation and
surrender hereof to the Company at its principal office at the address set forth
on the signature page hereof (or at such other address as the Company may
hereafter notify the Holder in writing), or at the office of its stock transfer
agent or warrant agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by proper payment of the aggregate applicable Exercise
Price in lawful money of the United States of America in the form of a certified
or cashier's check to the order of C Me Run Corp. or by wire transfer of same
day funds, for the number of Warrant Shares specified in such form. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
hereunder. Upon receipt by the Company of this Warrant and such Purchase Form,
together with the aggregate applicable Exercise Price (as hereinafter defined)
for the number of Warrant Shares specified in such Purchase Form, at such
office, or by the stock transfer agent or warrant agent of the Company, if any,
at its office, the Company or the stock transfer agent or warrant agent, if any,
shall issue and deliver to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate or certificates for the
Warrant Shares. Such certificate or certificates shall be deemed to have been
issued and any person so designated to be named therein shall be deemed to have
become the holder of record of such Warrant Shares as of the date of the
surrender of this Warrant, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such Warrant
Shares shall not then be actually delivered to the Holder or its designee. The
Company shall pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of the Warrant Shares.
Notwithstanding the foregoing, the Exercise Price may be paid by surrendering a
part of the Warrant having an aggregate Spread equal to the aggregate Exercise
Price of the part Warrant being exercised. With respect to the Warrant, "Spread"
means the Current Market Value of the Warrant Shares issuable upon exercise of
such part of the Warrant less the Exercise Price of such part of the Warrant, in
each case as adjusted as provided herein.

<PAGE>

            Section 2. Exercise Period and Exercise Price.

                  (a) This Warrant shall be exercisable during the period (the
"Exercise Period") beginning the date of execution of this Warrant Agreement
(the "Initial Exercise Date") and ending at 5:00 p.m. (New York City time) on a
date forty-eight (48) months from the execution of this Warrant Agreement (the
"Termination Date").

                  (b) "Exercise Price" means $2.50 per share, subject to
adjustment as herein provided.

            Section 3. Reservation of Shares. The Company hereby agrees that at
all times there shall be reserved for issuance and delivery upon exercise of
this Warrant all shares of its Common Stock or other shares of capital stock of
the Company or other property from time to time issuable upon exercise of this
Warrant. All such shares shall be duly authorized and, when issued upon such
exercise in accordance with the terms of this Warrant, shall be validly issued,
fully paid and nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (other than any
restrictions on sale pursuant to applicable federal and state securities laws)
and free and clear of all preemptive rights.

            Section 4. Fractional Shares. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of this Warrant. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 4, be issuable on the exercise of this Warrant (or specified portion
thereof), the Company shall pay an amount in cash calculated by it to be equal
to the then Current Market Value (as hereinafter defined) per share of Common
Stock multiplied by such fraction computed to the nearest whole cent. For the
purposes of any computation under this Warrant, the Current Market Value per
share of Common Stock or of any other equity security (herein collectively
referred to as a "security") at the date herein specified shall be:

            (i) if the security is not registered under the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"), the "Current Market Value"
      per share of the security shall be determined in good faith by the Board
      of Directors of the Company, or

            (ii) if the security is registered under the Exchange Act, the
      "Current Market Value" per share of the security shall be deemed to be the
      average of the daily market prices of the security for the 10 consecutive
      trading days immediately preceding the day as of which Current Market
      Value is being determined or, if the security has been registered under
      the Exchange Act for less than 10 consecutive trading days before such
      date, then the average of the daily market prices for all of the trading
      days before such date for which daily market prices are available. The
      market price for each such trading

<PAGE>

      day shall be: (A) in the case of a security listed or admitted to trading
      on any securities exchange, the closing price on the primary exchange on
      which the Common Stock is then listed, on such day, or if no sale takes
      place on such day, the average of the closing bid and asked prices on such
      day, (B) in the case of a security not then listed or admitted to trading
      on any securities exchange, the last reported sale price on such day, or
      if no sale takes place on such day, the average of the closing bid and
      asked prices on such day, as reported by a reputable quotation source
      designated by the Company, (C) in the case of a security not then listed
      or admitted to trading on any securities exchange and as to which no such
      reported sale price or bid and asked prices are available, the average of
      the reported high bid and low asked prices on such day, as reported by a
      reputable quotation service, or a newspaper of general circulation in the
      Borough of Manhattan, City and State of New York, customarily published on
      each business day, designated by the Company, or if there shall be no bid
      and asked prices on such day, the average of the high bid and low asked
      prices, as so reported, on the most recent day (not more than 10 days
      prior to the date in question) for which prices have been so reported, and
      (D) if there are no bid and asked prices reported during the 10 days prior
      to the date in question, the Current Market Value of the security shall be
      determined as if the security were not registered under the Exchange Act.

            Section 5. Exchange, Transfer, Assignment or Loss of Warrant.

                  (a) This Warrant is exchangeable, without expense, at the
option of the Holder, upon presentation and surrender hereof to the Company or
at the office of its stock transfer agent or warrant agent, if any, for other
warrants of different denomination, entitling the Holder thereof to purchase in
the aggregate the same number of Warrant Shares and otherwise carrying the same
rights as this Warrant.

                  (b) This Warrant may be divided or combined by the Holder
with other warrants that carry the same rights upon presentation hereof at the
office of the Company or at the office of its stock transfer agent or warrant
agent, if any, together with a written notice specifying the names and
denominations in which new warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any warrants into which this
Warrant may be divided or for which it may be exchanged.

                  (c) Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.

<PAGE>

            Section 6. Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or in equity, and the rights of the Holder are limited to those expressed in
this Warrant.

            Section 7. Antidilution Provisions and Other Adjustments.

                  (a) Special Definitions. For purposes of this Section 7, the
following definitions shall apply:

            (i) "Options" shall mean rights, options or warrants to subscribe
      for, purchase or otherwise acquire either Common Stock or Convertible
      Securities.

            (ii) "Convertible Securities" shall mean any evidences of
      indebtedness, shares (other than Common Stock) or other securities
      convertible into or exchangeable for Common Stock.

            (iii) "Original Issue Date" shall mean the Initial Exercise Date.

            (iv) "Additional Shares of Common Stock" shall mean all shares of
      Common Stock (i) issued (or, pursuant to Section 6(c)(iii), deemed to be
      issued) by the Company after the Original Issue Date, or (ii) sold or
      exchanged by the Company in conjunction with an acquisition of the Company
      after the Original Issue Date, other than shares of Common Stock issued or
      issuable:

                  (A) upon exercise of this Warrant;

                  (B) to employees, officers or directors of, or consultants to,
            the Company pursuant to a stock grant, option plan, purchase plan or
            other employee stock incentive program (collectively, the "Plans")
            or any other agreement so long as any such Plans or agreements are
            unanimously approved by the Board;

                  (C) by way of dividend or other distribution on shares of
            Common Stock excluded from the definition of Additional Shares of
            Common Stock by the foregoing clauses (A) and (B) or on shares of
            Common Stock so excluded;

                  (b) No Adjustment of Exercise Price. No adjustment in the
Exercise Price for the Warrant Shares shall be made in respect of the issuance
of Additional Shares of Common Stock unless the consideration per share for an
Additional Share of Common Stock issued or deemed to be issued by the Company is
less than the Exercise Price for such Warrant Shares in effect on the date of,
and immediately prior to such issue, for such Warrant Share.

<PAGE>

                  (c) Deemed Issue of Additional Shares of Common Stock. In the
event that the Company at any time or from time to time after the Original Issue
Date shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders of any class of securities entitled to
receive any such Options or Convertible Securities, then the maximum number of
shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue or, in case such a record date shall have
been fixed, as of the close of business on such record date, provided that
Additional Shares of Common Stock shall not be deemed to have been issued unless
the consideration per share (determined pursuant to Section 7(e) hereof) of such
Additional Shares of Common Stock would be less than the Exercise Price for the
Warrant Shares in effect on the date of and immediately prior to such issue, or
such record date, as the case may be, and provided further that in any such case
in which Additional Shares of Common Stock are deemed to be issued:

            (i) no further adjustment in the Exercise Price for the Warrant
      Shares shall be made upon the subsequent issue of Convertible Securities
      or shares of Common Stock upon the exercise of such Options or conversion
      or exchange of such Convertible Securities;

            (ii) if such Options or Convertible Securities by their terms
      provide, with the passage of time or otherwise, for any increase in the
      consideration payable to the Company, or decrease in the number of shares
      of Common Stock issuable, upon the exercise, conversion or exchange
      thereof, the Exercise Price for the Warrant Shares computed upon the
      original issue thereof (or upon the occurrence of a record date with
      respect thereto), and any subsequent adjustments based thereon, shall,
      upon any such increase or decrease becoming effective, be recomputed to
      reflect such increase or decrease insofar as it affects such Options or
      the rights of conversion or exchange under such Convertible Securities;
      and

            (iii) on the expiration or cancellation of any Options or the
      termination of the right to convert or exchange any Convertible Securities
      which shall have not been exercised, if the Exercise Price shall have been
      adjusted upon the original issuance thereof or shall have been
      subsequently adjusted pursuant to clause (ii) above, the Exercise Price
      shall be recomputed as if:

                  (A) in the case of Convertible Securities or Options for
            Common

<PAGE>

            Stock, the only Additional Shares of Common Stock issued were shares
            of Common Stock, if any, actually issued upon the exercise of such
            Options or the conversion or exchange of such Convertible
            Securities, and the consideration received therefor was the
            consideration actually received by the Company for the issuance of
            all such Options, whether or not exercised, plus the consideration
            actually received by the Company upon such exercise, or for the
            issuance of all such Convertible Securities which were actually
            converted or exchanged plus the consideration actually received by
            the Company upon such conversion or exchange, if any, and

                  (B) in the case of Options for Convertible Securities, only
            the Convertible Securities, if any, actually issued upon the
            exercise thereof were issued at the time of issue of such Options
            and the consideration received by the Company for the Additional
            Shares of Common Stock deemed to have been then issued was the
            consideration actually received by the Company for the issuance of
            all such Options, whether or not exercised, plus the consideration
            deemed to have been received by the Company upon the issuance of the
            Convertible Securities with respect to which such Options were
            actually exercised;

            (iv) no readjustment pursuant to clause (ii) or (iii) above shall
      have the effect of increasing the Exercise Price to an amount which
      exceeds the Exercise Price on the original adjustment date.

                  (d) Adjustment of Exercise Price Upon Issuance of Additional
Shares of Common Stock. In the event that the Company shall issue Additional
Shares of Common Stock (including Additional Shares of Common Stock deemed to be
issued pursuant to Section 7(c)) without consideration or for a consideration
per share less than the Exercise Price of any Warrant Shares in effect on the
date of and immediately prior to such issue, then and in such event, the
Exercise Price shall be reduced, concurrently with such issuance with respect to
the Warrant Shares, to a price (calculated to the nearest cent) determined by
multiplying the Exercise Price by a fraction (x) the numerator of which shall be
the sum of (1) the number of shares of Common Stock outstanding immediately
prior to such issuance, plus (2) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at such Exercise
Price and (y) the denominator of which shall be (1) the number of shares of
Common Stock outstanding immediately prior to such issuance plus (2) the number
of such Additional Shares of Common Stock so issued; provided that, for the
purposes of this Section 7(e), all shares of Common Stock issuable (i) upon
exercise of this Warrant, (ii) upon conversion of all outstanding Convertible
Securities, and (iii) upon the exercise of all outstanding Options, shall be
deemed to be outstanding, and immediately after any Additional Shares of Common
Stock are deemed issued

<PAGE>

pursuant to Section 6(c)(iii), such Additional Shares of Common Stock shall be
deemed to be outstanding. If such Additional Shares of Common Stock are issued
for no consideration, then the consideration per share shall be deemed to be
$0.01.

                  (e) Determination of Consideration. For purposes of this
Section 7, the consideration received by the Company for the issuance of any
Additional Shares of Common Stock shall be computed as follows:

            (i) Cash and Property. Such consideration shall:

                  (A) insofar as it consists of cash, be computed as the
            aggregate amount of cash received by the Company;

                  (B) insofar as it consists of property other than cash, be
            computed at the fair value thereof at the time of such issuance as
            determined in good faith by the Board; and

                  (C) in the event that Additional Shares of Common Stock are
            issued together with other shares or securities or other assets of
            the Company for consideration which covers both, be the proportion
            of such consideration so received, computed as provided in clauses
            (A) and (B) above, as determined in good faith by the Board.

            (ii) Options and Convertible Securities. The consideration per share
      received by the Company for Additional Shares of Common Stock deemed to
      have been issued pursuant to Section 6(c)(iii), relating to Options and
      Convertible Securities, shall be determined by dividing

                  (x)   the total amount, if any, received or receivable by the
                        Company as consideration for the issue of such Options
                        or Convertible Securities, plus the minimum aggregate
                        amount of additional consideration (as set forth in the
                        instruments relating thereto, without regard to any
                        provision contained therein for a subsequent adjustment
                        of such consideration) payable to the Company upon the
                        exercise of such Options or the conversion or exchange
                        of such Convertible Securities, or in the case of
                        Options for Convertible Securities, the exercise of such
                        Options for Convertible Securities and the conversion or
                        exchange of such Convertible Securities by

                  (y)   the maximum number of shares of Common Stock (as set
                        forth in

<PAGE>

                        the instruments relating thereto, without regard to any
                        provision contained therein for a subsequent adjustment
                        of such number) issuable upon the exercise of such
                        Options or the conversion or exchange of such
                        Convertible Securities.

                  (f) Adjustments for Stock Dividends, Subdivisions,
Combinations, or Consolidations. In the event that the Company shall pay a stock
dividend on the Common Stock, or the outstanding shares of Common Stock shall be
subdivided, combined or consolidated, by reclassification, stock split or
otherwise, into a greater or lesser number of shares of Common Stock, the
Exercise Price in effect immediately prior to such dividend, subdivision,
combination or consolidation shall, concurrently with the effectiveness of such
dividend, subdivision, combination or consolidation, be proportionately
decreased or increased, as appropriate.

            Section 8. Reclassification. Reorganization, Consolidation or
Merger. In the event of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the Company (other than a
subdivision or combination of the outstanding Common Stock, a change in the par
value of the Common Stock or a transaction subject to Section 7) or in the event
of any consolidation or merger of the Company with or into another corporation
(other than a merger in which merger the Company is the continuing corporation
and that does not result in any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in the event of any sale, lease, transfer or
conveyance to another corporation of the property and assets of the Company as
an entirety or substantially as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that
such other corporation shall assume all of the obligations of the Company
hereunder and the Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property (including cash) receivable upon such reclassification, capital
reorganization and other change, consolidation, merger, sale, lease, transfer or
conveyance by a holder of the number of shares of Common Stock that might have
been received upon exercise of this Warrant immediately prior to such
reclassification, capital reorganization, change, consolidation, merger, sale,
lease or conveyance. Any such provision shall include provision for adjustments
in respect of such shares of stock and other securities and property that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Warrant. The foregoing provisions of this Section 8 shall similarly apply
to successive reclassification, capital reorganizations and changes of shares of
Common Stock and to successive changes, consolidations, mergers, sales, leases,
transfers or conveyances. In the event that in connection with any such capital
reorganization, or reclassification, consolidation, merger, sale, lease,
transfer or conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution or payment, as a whole or in part, for, or
of, a security of the

<PAGE>

Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Section 7(a).

            Section 9. Transfer to Comply with the Securities Act. Neither this
Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold,
assigned, pledged, hypothecated, encumbered or in any other manner transferred
or disposed of, as a whole or in part, except in compliance with applicable
United States federal and state securities or Blue Sky laws and the terms and
conditions hereof. Each Warrant shall bear a legend in substantially the same
form as the legend set forth on the first page of this initial Warrant. Each
certificate for Warrant Shares issued upon exercise of this Warrant, unless at
the time of exercise such exercise is registered under the Securities Act of
1933, as amended (the "Securities Act"), shall bear a legend substantially in
the following form:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR
            QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE
            SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE
            UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN
            REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED (THE "ACT")) UNLESS THE SECURITIES ARE REGISTERED UNDER THE
            ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS
            FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE SELLER WILL BE
            PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY
            REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.
            FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
            MADE EXCEPT IN COMPLIANCE WITH THE ACT.

Any certificate for any Warrant Shares issued at any time in exchange or
substitution for any certificate for any Warrant Shares bearing such legend
(except a new certificate for any Warrant Shares issued after registration of
such Warrant Shares under the Securities Act) shall also bear such legend
unless, in the opinion of counsel for the Company, the Warrant Shares
represented thereby need no longer be subject to the restriction contained
herein. The provisions of this Section 9 shall be binding upon all subsequent
holders of certificates for Warrant Shares bearing

<PAGE>

the above legend and all subsequent Holders of this Warrant, if any. Warrant
Shares sold pursuant to a Registration Statement under the Securities Act
pursuant to Section 12, sold by the holder thereof in compliance with Rule 904
of the Securities Act or sold by the holder thereof in compliance with Rule 144
under the Securities Act shall thereafter cease to be deemed to be "Warrant
Shares" for all purposes of this Warrant.

            Section 10. Listing on Securities Exchanges. On or before the
Initial Exercise Date, the Company shall list on each national securities
exchange on which any Common Stock may at any time be listed, including, for the
purpose of this Section 10, the New York Stock Exchange, subject to official
notice of issuance upon the exercise of this Warrant, all shares of Common Stock
from time to time issuable upon exercise of this Warrant and the Company shall
maintain, so long as any other shares of its Common Stock shall be so listed,
all shares of Common Stock from time to time issuable upon the exercise of this
Warrant; and the Company shall so list on each national securities exchange, and
shall maintain such listing of, any other shares of capital stock of the Company
issuable upon the exercise of this Warrant if and so long as any shares of
capital stock of the same class shall be listed on such national securities
exchange by the Company. Any such listing shall be at the Company's expense.

            Section 11. Availability of Information. The Company shall comply
with the reporting requirements of Sections 13 and 15(d) of the Exchange Act to
the extent it is required to do so under the Exchange Act, and shall likewise
comply with all other applicable public information reporting requirements of
the Securities and Exchange Commission (including those required to make
available the benefits of Rule 144 under the Securities Act) to which it may
from time to time be subject. The Company shall also cooperate with the holder
of this Warrant and the holder of any Warrant Shares in supplying such
information as may be necessary for such holder to complete and file any
information reporting forms currently or hereafter required by the Commission as
a condition to the availability of Rule 144 or any successor rule under the
Securities Act for the sale of this Warrant or the Warrant Shares. The
provisions of this Section 11 shall survive termination of this Warrant, whether
upon exercise of this Warrant in full or otherwise. The Company shall also
provide to holders of this Warrant the same information that it provides to
holders of its Common Stock.

            Section 12. Registration Rights. Registration rights with respect to
this Warrant and the Warrant Shares shall be governed by the Registration Rights
Agreement, dated as of the date hereof, by and between the Company and the
Holder, as such agreement may be amended from time to time by the parties
thereto in accordance with Section 3.04 thereof.

            Section 13. Successors and Assigns. All the provisions of this
Warrant by or for the benefit of the Company or the Holder shall bind and inure
to the benefit of their respective successors, assigns, heirs and personal
representatives.

<PAGE>

            Section 14. Headings. The headings of sections of this Warrant have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.

            Section 15. Amendments. This Warrant may not be amended except by
the written consent of the Company and the Holder.

            Section 16. Notices. Unless otherwise provided in this Warrant, any
notice or other communication or mailing required or permitted to be made or
given to any party hereto pursuant to this Warrant shall be deemed made or given
if delivered by hand on the date of such delivery to such party or, if mailed,
on the fifth day after the date of mailing, if sent to such party by certified
or registered mail or air mail, postage prepaid, addressed to it (in the case of
the Holder) at its address at Thomson Kernaghan & Co. Limited, 365 Bay Street,
Tenth Floor, Toronto, Ontario M5H 2V2, Attention: President, or (in the case of
the Company) at its address at C Me Run Corp., 5501 Lakeview Drive, Kirkland,
Washington 98033, Attention: Chief Executive Officer, or to such other address
as is designated by written notice, similarly given to each other party hereto.

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

            Section 17. Governing Law; Jurisdiction. This Warrant shall be
governed by and interpreted in accordance with the laws of the State of
Delaware; provided, however, (i) that if any provision of this Agreement is
unenforceable under the laws of the State of Delaware, but is enforceable under
the laws of the Province of Ontario, Canada, then such provision shall be
governed by and interpreted in accordance with the laws of the Province of
Ontario; and (ii) that the exemption from the registration requirements of the
Securities Act for the sale shall be governed by Rule 903 of the Securities Act.
The parties agree that the courts of the Province of Ontario, Canada, shall have
exclusive jurisdiction and venue for the adjudication of any civil action
between them arising out of relating to this Agreement, and hereby irrevocably
consent to such jurisdiction and venue.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                                          C ME RUN CORP.


                                          By:
                                               ---------------------------------
                                               Name:
                                               Title:

                          Acknowledgment and Agreement

      By signing below, the Holder of this Warrant does hereby acknowledge
receipt hereof and does hereby agree to be bound by the terms and conditions
hereof.

                                          THOMSON KERNAGHAN & CO.
                                          LIMITED


                                          By:  /s/ [ILLEGIBLE]
                                               ---------------------------------
                                               Name:
                                               Title:
<PAGE>

            Section 17. Governing Law; Jurisdiction. This Warrant shall be
governed by and interpreted in accordance with the laws of the State of
Delaware; provided, however, (i) that if any provision of this Agreement is
unenforceable under the laws of the State of Delaware, but is enforceable under
the laws of the Province of Ontario, Canada, then such provision shall be
governed by and interpreted in accordance with the laws of the Province of
Ontario; and (ii) that the exemption from the registration requirements of the
Securities Act for the sale shall be governed by Rule 903 of the Securities Act.
The parties agree that the courts of the Province of Ontario, Canada, shall have
exclusive jurisdiction and venue for the adjudication of any civil action
between them arising out of relating to this Agreement, and hereby irrevocably
consent to such jurisdiction and venue.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                                          C ME RUN CORP.


                                          By:  /s/ Warren Talbot
                                               ---------------------------------
                                               Name:  Warren Talbot
                                               Title: President

                          Acknowledgment and Agreement

      By signing below, the Holder of this Warrant does hereby acknowledge
receipt hereof and does hereby agree to be bound by the terms and conditions
hereof.


                                          THOMSON KERNAGHAN & CO.
                                          LIMITED


                                          By:
                                               ---------------------------------
                                               Name:
                                               Title: