<PAGE>
EXHIBIT 10.48


NO SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT
MAY BE MADE UNTIL THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR OF A
POST-EFFECTIVE AMENDMENT THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), COVERING THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT, OR
UNTIL THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT.

                                WARRANT AGREEMENT


         Warrant Agreement (the "AGREEMENT") dated March 1, 2002 between Junum
Incorporated, a Delaware corporation (the "COMPANY"), and KNG Consulting, LLC
("Consultant"), and his permitted assigns (the "HOLDERS").

                             BACKGROUND INFORMATION
                             ----------------------

         WHEREAS, the Company agreed to grant warrants (the "Warrants") to the
Consultant under the terms of that certain Consulting Agreement, with an
Effective Date of January 1, 2002 by and between Consultant and the Company (the
"Consulting Agreement"). Under the terms of the Consulting Agreement, the
Warrants shall entitle the Holders to purchase up to 1,800,000 shares of the
Company's common stock, $0.01 par value ("COMMON STOCK") at any time prior to
the fifth anniversary of the issuance of such Warrants, subject to the vesting
schedule set forth herein. Each Warrant entitles the Holder to purchase one duly
authorized, fully paid and nonassessable share of Common Stock upon exercise
thereof.

         WHEREAS, each Holder will be entitled to receive a certificate
representing the Warrant (each a "CERTIFICATE") and shall be dated effective as
of the date of issuance. The shares of Common Stock reserved for issuance under
this Agreement are sometimes hereinafter referred to as the "WARRANT SHARES."
The Warrant Shares shall not be issued under the Company's Consultant
Compensation Plan.

         WHEREAS, the Company desires to fix the form and provisions of each
Certificate that will represent one or more issued Warrants, as well as the
terms of the Warrants themselves with respect to issuance, exercise, and
expiration, and the respective rights, limitations, obligations and duties of
the Company and each Holder which will be established upon any such issuance;
and to make each Warrant when represented by a Certificate that has been duly
executed by the Company (or by any substitute or replacement Certificate issued
under the terms set forth below), the valid, binding and legally enforceable
obligation of the Company.

         Accordingly, the Company and the Holders hereby agree as follows:


                              OPERATIVE PROVISIONS
                              --------------------

1.       ISSUANCE. Pursuant to the Consulting Agreement, which is incorporated
         herein and made a part hereof by this reference, the Company shall
         issue Warrant Certificates to purchase 1,800,000 shares of Common Stock
         at an exercise price of $0.17 per share on the date hereof.

2.       WARRANT CERTIFICATES. Each Certificate to be delivered pursuant to this
         Agreement shall be in the form set forth in Exhibit A (the "WARRANT
         CERTIFICATE") which is attached hereto and made a part hereof, with
         such appropriate insertions, omissions, substitutions and other
         variations as are required or permitted by this Agreement.

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<PAGE>

3.       WARRANTS GOVERNED BY AGREEMENT. This Warrant Agreement governs an issue
         of up to an aggregate of 1,800,000 Warrants, EACH of which will entitle
         its Holder to purchase one Warrant Share on the terms and subject to
         the conditions and possible adjustments set forth herein. The Warrants
         shall vest as to 50,000 shares on the date hereof, and as to the
         remaining 1,750,000 shares, in equal monthly installments of 50,000
         shares commencing on April 1, 2002, and may be exercised after such
         vesting dates, in whole or in part, from time to time, in accordance
         with the terms of this Agreement and the Warrants.

4.       EXECUTION AND DATE OF WARRANT CERTIFICATES.

                  (a) GENERAL. Each Certificate shall be executed on behalf of
         the Company by its chief executive officer, its president or any vice
         president, under its corporate seal, which will be reproduced thereon,
         and attested by its corporate secretary or one of its assistant
         secretaries.

                  (a) DATE OF CERTIFICATE. Each Certificate shall be dated as of
         the date of execution by the Company officers described above.

5.       OWNERSHIP. The Company shall acknowledge each registered Holder of a
         Warrant Certificate as the absolute owner thereof (notwithstanding any
         notation of ownership or other writing thereon made by anyone), in
         connection with its sale, transfer or exercise, any distribution to the
         holder thereof and for all other purposes, and, subject to the
         provisions of Section 10 below, the Company shall not be affected by
         any notice to the contrary.

6.       RIGHT TO EXERCISE WARRANTS.

                  (a) EXPIRATION DATE. Each Warrant shall expire at 5:00 p.m.,
         Pacific Standard Time, on March 1, 2007 (the "Expiration Date"), and,
         prior thereto, may be exercised at any time after the date hereof,
         subject to the vesting schedule set forth above.

                  (b) EXERCISE PRICE AND PAYMENT. Subject to the provisions of
         this Agreement, the Holder shall have the right to purchase from the
         Company (and the Company shall issue and sell to such Holder) that
         number of fully paid and non-assessable Warrant Shares, at the price of
         $0.17 per share (the "EXERCISE PRICE"), as shall be designated in a
         completed and executed Election to Purchase form appearing on the
         reverse side of each Certificate, and upon surrender to the Company of
         the Certificate evidencing each such Warrant being exercised, and
         payment of a monetary amount equal to the product of the Exercise Price
         and the number of Warrant Shares being purchased (the "Exercise Price
         Multiple"). The Exercise Price Multiple may be paid in cash, check, or
         by certified or official bank check payable to the order of the
         Company, or by "cashless" exercise, as set forth below.

                  (c) In lieu of exercising the Warrants or any portion thereof,
         the Holder or Holders, if applicable, shall have the right to convert
         the Warrants, or any portion thereof, into Warrant Shares by executing
         and delivering to the Company, at its principal executive office, a
         duly executed Election to Purchase Form, specifying the number of
         Warrants to be exercised and converted, and accompanied by the
         surrender of the Warrant. The person or persons in whose name or names
         the certificates for the Warrant Shares shall be issuable upon such
         conversion shall be deemed the holder or holders of record of such
         Warrant Shares at that time and date. The number of Warrant Shares to
         be issued upon such conversion shall be computed using the following
         formula:

         X =      (P)(Y)((A-B)/A)
         X = the number of Warrant Shares to be issued to such Holder for the
         percentage of Warrants being converted
         P = the percentage of the Warrants being converted
         Y = the total number of Warrant Shares then issuable upon exercise of
         the Warrants
         A = the Fair Value (as defined below) of one Warrant Share
         B = the Exercise Price on the date of conversion

                  (d) EASY EXERCISE. In the event the Warrant Shares have been
         registered on a then effective registration statement, or if the
         Warrant Shares are otherwise not "restricted securities" under the
         Securities Act of 1933, as amended, and if permitted by law and
         applicable regulations (including Nasdaq and NASD rules), the Holder


                                       2
<PAGE>

         may pay the exercise price through a commitment from the Holder and a
         broker-dealer that is a member of the National Association of
         Securities Dealers (a "NASD Dealer"), whereby the Holder irrevocably
         elects to exercise all or a portion of the Warrant and to sell in an
         orderly manner as soon as possible the Warrant Shares issuable pursuant
         to such exercise and to pay the Exercise Price Multiple. The Holder and
         the NASD Dealer shall irrevocably commit upon sale of such Warrant
         Shares to forward the Exercise Price Multiple directly to the Company.
         All proceeds of sales of the Warrant Shares shall be assigned to the
         Company to secure the obligation to pay the Exercise Price Multiple,
         and all such proceeds shall be remitted directly to the Company until
         such Exercise Price Multiple has been paid in full.

                  (e) Within three (3) business days following such surrender of
         a Certificate and payment of the Exercise Price Multiple (except in the
         case of an "easy exercise" as described in subsection 6(d) above), the
         Company shall cause to be issued and delivered promptly to the Holder,
         or, upon the written order of the Holder, in such other name as the
         Holder may designate, a certificate for the Warrant Shares being
         purchased, as evidenced by the Election to Purchase. Such Warrant Share
         certificate 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 such Shares as of the date of the surrender of the applicable
         Certificate and payment of the Exercise Price Multiple. The Warrants
         evidenced by a Certificate shall be exercisable, at the election of the
         Holder, either as an entirety or from time to time for only part of the
         number of Warrants specified in the Certificate. In the event that less
         than all of the Warrants evidenced by a Certificate surrendered upon
         the exercise of Warrants are exercised at any time prior to the date of
         expiration of the Warrants, a new Certificate shall be issued for the
         remaining number of Warrants evidenced by the Certificate so
         surrendered. All Certificates surrendered upon exercise of Warrants
         shall be canceled by the Company.

                  (f) NO FRACTIONAL SHARES TO BE ISSUED. No fraction of a Share
         shall be issued upon any exercise of Warrants, but, in lieu thereof,
         the number of shares issuable upon exercise of the Warrants shall be
         rounded up to the nearest full share of Common Stock. No fractional
         Warrants shall be issued.

7.       PAYMENT OF TAXES. The Company will pay all documentary stamp taxes
         attributable to the initial issuance of SHARES upon the exercise of
         Warrants; provided that the Company shall not be required to pay any
         such taxes which may be payable in respect of any transfer involved in
         the issue of any Certificates or any certificates for Shares in a name
         other than that of the Holder of a Certificate surrendered upon the
         exercise of a Warrant.

8.       RESERVATION AND ISSUANCE OF SHARES. The Company will at all times
         reserve and keep available, free from preemptive rights, out of the
         aggregate of its authorized but unissued shares of Common Stock or its
         authorized and issued shares of Common Stock held in its treasury, for
         the purpose of enabling it to satisfy any OBLIGATION to issue Warrant
         Shares upon exercise of Warrants, the full number of Warrant Shares
         deliverable upon the exercise of all outstanding Warrants. Before
         taking any action which would cause an adjustment pursuant to Section
         10 reducing the Exercise Price below the then par value (if any) of the
         Warrant Shares issuable upon exercise of the Warrants, the Company will
         take any corporate action which may, in the opinion of its counsel, be
         necessary in order that the Company may validly and legally issue fully
         paid and non-assessable Warrant Shares at the Exercise Price as so
         adjusted. The Company covenants that all Warrant Shares which may be
         issued upon exercise of Warrants will be validly issued, fully paid and
         non-assessable outstanding Warrant Shares of the Company or any
         successor.

9.       MUTILATED OR MISSING WARRANT CERTIFICATES. In case any Certificate
         shall be mutilated, lost, stolen or destroyed, the COMPANY shall issue
         in exchange and substitution for and upon cancellation of the mutilated
         Certificate, or in lieu of and substitution for the Certificate lost,
         stolen or destroyed, a new Certificate, of the same series and
         representing an equivalent right or interest, but only upon receipt of
         evidence satisfactory to the Company of such loss, theft or destruction
         of such Certificate and indemnity, if requested, also satisfactory to
         it. Applicants for such substitute Certificates shall also comply with
         such other reasonable regulations and pay such other reasonable charges
         as the Company may prescribe.

10.      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES PURCHASABLE. The
         Exercise Price and the number of Warrant SHARES purchasable upon the
         exercise of each Warrant are subject to adjustment from time to time as
         set forth in this Section 10.

                                       3
<PAGE>

                  (a) DECREASE OR INCREASE IN EXERCISE PRICE UPON SUBDIVISION OR
         COMBINATION. If the Company shall at any time subdivide or combine the
         outstanding shares of its Common Stock, the Exercise Price in effect
         immediately prior to such subdivision or combination shall be
         proportionately increased in the case of a combination or decreased in
         the case of a subdivision, effective at the close of business on the
         date of such subdivision or combination, as the case may be.

                  (b) ADJUSTMENT IN NUMBER OF SHARES UPON CHANGE OF EXERCISE
         PRICE. Upon each adjustment of the Exercise Price pursuant to Section
         10.a hereof, each Holder shall thereafter (until another such
         adjustment) be entitled to purchase, at the adjusted Exercise Price,
         the number of shares of Common Stock, calculated to the nearest full
         share, obtained by multiplying the number of shares of Common Stock
         purchasable hereunder immediately prior to such adjustment by the
         Exercise Price in effect immediately prior to such adjustment and
         dividing the product so obtained by the adjusted Exercise Price.

                  (c) MERGER. If the Company, at any time while any Warrants
         remain outstanding and unexpired, consolidates with or merges into or
         with any other corporation, the Warrants shall thereafter evidence the
         right of the Holder to purchase the number and kind of securities in
         respect of the surviving corporation as would have been issuable or
         distributable to the Holder had he, she or it exercised the unexercised
         portion of the Warrants immediately prior to such consolidation or
         merger.

                  (d) DISTRIBUTION OF COMPANY ASSETS. If the Company shall make
         any distribution of its assets to the holders of its Common Stock as a
         partial or complete liquidating dividend, a return of capital or
         otherwise, each Holder shall be entitled, after occurrence of the
         record date for determining shareholders entitled to such distribution,
         but before the date of such distribution, to exercise any Warrants then
         owned and purchase any or all of the shares of Common Stock then
         subject hereto, and thereupon to receive the amount of such assets (or
         at the option of the Company a sum equal to the value thereof at the
         time of such distribution to holders of Common Stock as such value is
         determined in good faith by the Company's Board of Directors) which
         would have been payable to such Holder had he, she or it been the
         holder of record of such shares of Common Stock on the referenced
         record date.

11.      TRANSFER RESTRICTIONS. The Holder acknowledges that neither this
         Warrant nor the Warrant Shares may be offered or sold except pursuant
         to an effective registration statement under the Securities Act or a
         written opinion of counsel satisfactory to the Company that an
         exemption from registration under the Securities Act is available. Each
         Holder agrees that prior to making any disposition of the Warrant or
         Warrant Shares, unless a registration statement under the Securities
         Act is in effect with regard thereto, the Holder shall give written
         notice to the Company describing briefly the manner in which any such
         proposed disposition is to be made, along with an opinion of counsel
         satisfactory to the Company which provides that no registration
         statement or other notification or post-effective amendment thereto
         (hereinafter collectively a "REGISTRATION STATEMENT") under the
         Securities Act is required with respect to such disposition.

12.      TRANSFER - GENERAL. Subject to the terms hereof, the Warrants shall be
         transferable only on the books of the Company MAINTAINED at its
         principal office 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, the original power of attorney,
         duly approved, or a copy thereof, duly certified, shall be deposited
         and remain with the Company. In case of transfer by executors,
         administrators, guardians or other legal representatives, duly
         authenticated evidence of their authority shall be produced, and may be
         required to be deposited and to remain with the Company in its
         discretion. Upon any registration of transfer, the person to whom such
         transfer is made shall receive a new Warrant or Warrants as to the
         portion of the Warrant transferred, and the Holder of such Warrant
         shall be entitled to receive a new Warrant or Warrants from the Company
         as to the portion thereof retained. The Company may require the payment
         of a sum sufficient to cover any tax or governmental charge that may be
         imposed in connection with any such transfer.

13.      PIGGYBACK REGISTRATION RIGHTS.

                  (a) In case the Company shall at any time determine to
         register any of its securities under the Securities Act, other than by
         way of Securities and Exchange Commission (the "COMMISSION") Forms S-4
         or S-8, or any successor form thereto, or to qualify such securities
         under the securities laws of any state, at its own initiative, the
         Company will give prompt notice thereof to the Holder, and if so


                                       4
<PAGE>

         requested in writing by any person to which such notice shall have been
         properly provided, the Company will include among the securities which
         it then endeavors to make the subject of a registration statement to be
         filed under the Securities Act, or to qualify under such state
         securities laws, all or any part of such previously issued shares, or
         of the shares then eligible for issuance upon exercise of the Warrants
         as shall be specified in such request (the "DESIGNATED SHARES"), and
         the Company will use its best efforts to cause all such registrations,
         qualifications or compliances to be effected and to be kept effective
         for not less than 90 days.

                  (b) Notwithstanding the foregoing, if at any time after the
         date hereof the Company files a registration statement with respect to
         any of its securities in connection with a bona fide underwritten
         public offering of the same, then (a) any Designated Shares which shall
         have been made the subject of a registration statement filed for the
         purpose of qualifying shares under the Securities Act for future sale
         or which are, in connection with such a registration, being or to be
         included pursuant to Section 13, shall, if so requested by the managing
         underwriter(s) and consented to by each applicable holder of Designated
         Shares, be offered for sale through the underwriters on the same terms
         and conditions under which the Company's securities are to be
         distributed, PROVIDED that if the managing underwriter(s) elect to
         include less than all Designated Shares to be offered by selling
         shareholders, those to be included in the underwritten portion of the
         offering shall be, as to each holder thereof, as nearly equal in number
         as is practicable; and (b) those Designated Shares which are not being
         distributed by the underwriters in such public offering shall be
         withheld from the market by the selling shareholders for a period, not
         to exceed 180 days, measured from the effective date of the
         registration statement by which such public offering is being effected,
         which the managing underwriter(s) determine necessary in order to
         stabilize the market for the underwritten shares. Notwithstanding the
         foregoing, in the event in the written opinion of such managing
         underwriter(s), the Designated Shares may not be included in the
         registration statement without having a material adverse effect on the
         Company's offering of it securities, the managing underwriter(s) shall
         have the right to eliminate or reduce the number of Designated Shares
         proportionately among the Holders.

                  (c) All expenses incurred in connection with any registration,
         qualification or compliance effected by the Company pursuant to Section
         13, including, without limitation, all registration and filing fees,
         fees and expenses of complying with federal and state securities laws,
         printing expenses, fees and disbursements of counsel for the Company,
         and all expenses of any special audits incidental to or required by
         such registration (collectively, the "REGISTRATION EXPENSES") shall be
         borne by the Company, provided that each holder of Designated Shares
         shall be responsible for that portion of any underwriting commission
         incurred in connection with the underwritten distribution of the
         securities made the subject of such registration effort as shall bear
         the same ratio to such commission as the value of the Designated Shares
         sold by the holder in the offering bears to the value of all Company
         securities sold in such offering.

                  (d) INDEMNIFICATION BY THE COMPANY: In case of each
         registration, qualification or compliance effected by the Company
         pursuant to Section 13, the Company will indemnify and hold harmless
         each holder of Designated Shares from and against all claims, losses,
         damages and liabilities of such holder arising out of or based on any
         untrue statement (or alleged untrue statement) of a material fact
         contained in any prospectus or other document incident to such
         registration, qualification or compliance or any omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading, or any violation by the Company of any rule or
         regulation promulgated under the Securities Act or the Exchange Act
         applicable to the Company and relating to action or inaction required
         of the Company in connection with any such registration, qualification
         or compliance; provided that the Company will not be liable to any such
         person to the extent that any such claim, loss, damage or liability
         arises out of or is based on any untrue statement or omission based
         upon written information furnished to the Company by an instrument duly
         executed by such person and stated to be specifically for use therein.

                  (e) INDEMNIFICATION BY THE HOLDERS. Each Holder hereby agrees,
         and by requesting registration of Designated Shares, each Holder
         agrees, that in connection with each registration statement effected
         pursuant hereto in which Common Stock issued upon exercise of all or
         any portion of the Warrants (the "Holder Common Stock") is to be
         disposed of, each of the participating Holders shall, severally but not


                                       5
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         jointly, indemnify and hold harmless, to the fullest extent permitted
         by law, the Company, each other selling Holder and their respective
         directors, officers, agents and employees and each person who controls
         the Company and each other selling Holder (within the meaning of the
         Securities Act and the Exchange Act) and the managing underwriter if
         any, and its directors, officers, agents, and employees and each person
         who controls such underwriter (within the meaning of the Securities Act
         and Exchange Act), in each case against any losses, claims, damages,
         liabilities and expenses resulting from any untrue statement of a
         material fact or any omission of a material fact required to be stated
         in such registration statement or prospectus or preliminary prospectus
         or necessary to make the statements therein not misleading, to the
         extent that such untrue statement or omission is contained in any
         information furnished by such Holder to the Company expressly for
         inclusion in such registration statement or prospectus; provided that
         each Holder will not be liable to the Company to the extent that any
         such claim, loss, damage or liability arises out of or is based on any
         untrue statement or omission based upon written information furnished
         to a Holder by an instrument duly executed by the Company and stated to
         be specifically for use therein.

                  (f) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person
         entitled to indemnification hereunder shall give prompt notice to the
         indemnifying party of any claim with respect to which it shall seek
         indemnification and shall permit such indemnifying party to assume the
         defense of such claim with counsel reasonably satisfactory to the
         indemnified party; PROVIDED, however, that any person entitled to
         indemnification hereunder shall have the right to employ separate
         counsel and to participate in the defense of such claim, but the fees
         and expenses of such counsel shall be at the expense of such person
         unless (i) the indemnifying party shall have agreed to pay such fees or
         expenses, or (ii) the indemnifying party shall have failed to assume
         the defense of such claim and to employ counsel reasonably satisfactory
         to such person or (iii) such assumption would constitute an actual
         conflict of interest (in which case, if the person notifies the
         indemnifying party in writing that such person elects to employ
         separate counsel at the expense of the indemnifying party, the
         indemnifying party shall not have the right to assume the defense of
         such claim on behalf of such person). If such defense is not assumed by
         the indemnifying party, the indemnifying party shall not be subject to
         any liability for any settlement made without its consent (but such
         consent shall not be unreasonably withheld). No indemnified party shall
         be required to consent to entry of any judgment or enter into any
         settlement that does not include as an unconditional term thereof the
         giving by the claimant or plaintiff to such indemnified party of a
         written release in form and substance reasonably satisfactory to such
         indemnified party from all liability in respect of such claim or
         litigation. An indemnifying party who is not entitled to, or elects not
         to, assume the defense of a claim shall not be obligated to pay the
         fees and expenses of more than one firm of counsel (and, if necessary,
         local counsel) for all parties indemnified by such indemnifying party
         with respect to such claim, unless a conflict of interest as to the
         subject matter exists between such indemnified party and another
         indemnified party with respect to such claim, in which event the
         indemnifying party shall be obligated to pay the fees and expenses of
         additional counsel for such indemnified party.

                  (g) CONTRIBUTION. If for any reason the indemnification
         provided for herein is unavailable to an indemnified party or is
         insufficient to hold it harmless as contemplated hereby, then the
         indemnifying party shall contribute to the amount paid or payable by
         the indemnified party as a result of such loss, claim, damage or
         liability in such proportion as is appropriate to reflect not only the
         relative benefits received by the indemnified party and the
         indemnifying party, but also the relative fault of the indemnified
         party and the indemnifying party, as well as any other relevant
         equitable considerations, provided that in no event shall the liability
         of any Holder for such contribution and indemnification exceed, in the
         aggregate, the dollar amount of the proceeds received or to be received
         by such Holder upon the sale of securities giving rise to such
         indemnification and contribution obligation.

                  (h) The Company may require each selling Holder to furnish to
         the Company such information and documents regarding such selling
         Holder and the distribution of such securities as the Company may from
         time to time reasonably request in writing in order to comply with the
         Securities Act.

                  (i) Each of the selling Holders agrees that, upon receipt of
         any notice from the Company of the happening of any event which would
         cause any then effective registration statement to be inaccurate, no
         longer effective, subject to a stop order issued by the Securities and
         Exchange Commission, or which would otherwise require by law or


                                       6
<PAGE>

         regulation that such selling Holders to discontinue sales of securities
         under such registration statement, it will forthwith discontinue
         disposition pursuant to such registration statement of any shares of
         Common Stock covered by such registration statement or prospectus until
         its receipt of the copies of a supplemented or amended prospectus
         relating to such registration statement or prospectus or until it is
         advised in writing by the Company that the use of the applicable
         prospectus may be resumed and, if so directed by the Company, will
         deliver to the Company all copies, other than permanent file copies
         then in their possession, of the prospectus covering such securities in
         effect at the time of receipt of such notice.

                  (j) The obligations of the Company to use its reasonable
         efforts to cause the Holder Common Stock to be registered under the
         Securities Act are subject to each of the following limitations,
         conditions and qualifications:

                           (i) The Company shall be entitled to abandon,
                  discontinue, withdraw or postpone for any period of time the
                  filing or effectiveness of, or suspend the rights of selling
                  Holders to make sales pursuant to, any registration statement
                  otherwise required to be prepared, filed and made and kept
                  effective by it hereunder if the Board of Directors of the
                  Company reasonably determines in good faith that (i) there is
                  a material undisclosed development in the business or affairs
                  of the Company (including any pending or proposed financing,
                  recapitalization, acquisition or disposition), the disclosure
                  of which at such time would be adverse to the Company's
                  interests or (ii) such filing or effectiveness would be
                  disadvantageous to the Company or its shareholders.

                           (ii) The Company's obligations shall be subject to
                  the obligations of the selling Holders, which each of the
                  Holders hereby acknowledges, to furnish all information and
                  materials and to take any and all actions as may be required
                  under applicable federal and state securities laws and
                  regulations to permit the Company to comply with all
                  applicable requirements of the SEC and state securities
                  regulations and to obtain any acceleration of the effective
                  date of such registration statement or maintain the
                  effectiveness or currency thereof.

                           (iii) If requested by an underwriter in an
                  underwritten offering, each Holder agrees not to effect any
                  public sale or distribution, including any sale pursuant to
                  Rule 144 under the Securities Act, of any Common Stock within
                  30 days before or 60 days after the effective date of a
                  registration statement filed pursuant to Section 13.

14.      MISCELLANEOUS PROVISIONS.

                  (a) LIMITATION OF RIGHTS CONFERRED. This Warrant Agreement
         does not confer upon any Holder of a Warrant Certificate any right as a
         shareholder of the Company, nor shall anything contained herein be
         deemed to affect the right or power of the Company to make adjustments,
         reclassifications, reorganizations other changes in and to its capital
         stock or business organization or to limit its right to merge or
         consolidate or to sell, transfer or liquidate all or any part of its
         business or assets.

                  (b) NOTICES: All notices or other communications required or
         permitted to be given pursuant to this Agreement shall be in writing
         and shall be considered as properly given or made if hand delivered,
         mailed from within the United States by certified or registered mail,
         or sent by prepaid telegram:

                           If to the Company:

                           Junum Incorporated
                           1590 Corporate Drive
                           Costa Mesa, California 92626
                           Attention: President
                           Tel: (714) 979-5063
                           Fax: (714) 979-5067

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<PAGE>

                           If to a Holder, in care of the address set forth in
                           the Company's records established at the time of the
                           Holder's receipt of a Certificate, or to such other
                           address as any such party may have designated by like
                           notice forwarded to the other party hereto.
                           Notwithstanding the foregoing, notices of change of
                           address shall be furnished only when received.

                  (c) GOVERNING LAW. This Agreement and the rights and
         obligations of the parties under this Agreement shall be governed by
         and construed and interpreted in accordance with the laws of the State
         of California, without regard to the principles of conflicts of laws
         thereof. In the event of litigation, the prevailing party shall be
         entitled to reasonable attorneys fees and costs.

                  WAIVER OF JURY TRIAL. THE COMPANY AND THE HOLDERS HEREBY
                  IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
                  LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR
                  ANY COUNTERCLAIM THEREIN.

                  (d) SUPPLEMENTS AND AMENDMENTS. The Company may from time to
         time supplement or amend this Agreement in order to cure any ambiguity
         or to correct or supplement any provision contained herein which may be
         defective or inconsistent with any other provision herein, or to make
         any other provisions in regard to matters or questions arising
         hereunder which the Company may deem necessary or desirable and which
         shall not be inconsistent with the provisions of the Warrants and which
         shall not adversely affect the interests of the Holders.

                  (e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
         upon and inure to the benefit of the Company and the Holders and their
         respective successors and assigns.

                  (f) MERGER OR CONSOLIDATION OF THE COMPANY. So long as the
         Warrant remains outstanding, the Company will not merge or consolidate
         with or into, or sell, transfer or lease all or substantially all of
         its property to, any other corporation unless the successor or
         purchasing corporation, as the case may be (if not the Company), shall
         expressly assume, by supplemental agreement, the due and punctual
         performance and observance of each and every covenant and condition of
         this Agreement to be performed and observed by the Company.

                  (g) BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
         shall be construed to confer upon any person other than the Company and
         the Holders any legal or equitable right, remedy or claim under this
         Agreement and this Agreement shall be for the sole and exclusive
         benefit of the Company and the Holders.

                  (h) CAPTIONS. The captions of the Sections of this Agreement
         have been inserted for convenience only and shall have no substantive
         effect.

                  (i) COUNTERPARTS. This Agreement may be executed in any number
         of counterparts (including by telecopy) each of which when so executed
         shall be deemed to be an original; and all of which counterparts
         together shall constitute one and the same instrument.

                  (j) LIMITATION OF LIABILITY. No provision hereof, in the
         absence of affirmative action by any Holder to purchase shares of
         Common Stock, and no enumeration herein of the rights or privileges of
         any Holder of a Warrant, shall give rise to any liability of such
         Holder for the purchase price of any Common Stock or as a shareholder
         of the Company, whether such liability is asserted by the Company or by
         the creditors of the Company.

                  (k) NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and
         no delay in exercising, on the part of any Holder or the Company, any
         right, remedy, power or privilege hereunder shall operate as a waiver
         thereof, nor shall any single or partial exercise or any right, remedy,
         power or privilege hereunder preclude any other or further exercise
         thereof or the exercise of any other right, remedy, power or privilege.
         The rights, remedies, powers and privileges herein provided are
         cumulative and not exclusive of any rights, remedies, powers and
         privileges provided by law.

                  (l) COMPLIANCE WITH GOVERNMENTAL REGULATIONS. The Holder
         acknowledges that none of the Warrants or Warrant Shares have been
         registered under the Securities Act, and therefore may be sold or
         disposed of only pursuant to an effective registration statement under
         the Securities Act, or an exemption from such registration, and in
         accordance with this Agreement. The Warrant Shares will bear a legend
         to the following effect:

                                       8
<PAGE>

                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED, OR WITH THE SECURITIES
                  COMMISSION OF ANY STATE UNDER ANY APPLICABLE STATE SECURITIES
                  OR BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE
                  SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT OR IN A TRANSACTION EXEMPT FROM THE
                  REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS AND UPON
                  PROVISION OF AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE
                  COMPANY."

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

JUNUM INCORPORATED


By: /S/ David B. Coulter
   ---------------------
David B. Coulter, CEO



KATE GREENBERG


/S/ Kate Greenberg
------------------
Kate Greenberg

                                       9
<PAGE>


                                    EXHIBIT A

                           FORM OF WARRANT CERTIFICATE
                           ---------------------------

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR WITH
THE SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS
AND UPON PROVISION OF AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE COMPANY.


                            CERTIFICATE REPRESENTING
                         COMMON STOCK PURCHASE WARRANTS

         For the purchase of Common Stock, Par Value $.01 per share, of

                               JUNUM INCORPORATED

                               1,800,000 WARRANTS

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

         THIS CERTIFIES THAT, for value received, KNG Consulting, LLC, the
registered holder of this Common Stock Purchase Warrant (the "Warrant") or
permitted assigns (the "Holder"), is entitled to purchase from Junum
Incorporated, a Delaware corporation (the "Company"), at any time and from time
to time (but subject to the vesting schedule set forth in the Warrant Agreement,
as defined below) until 5:00 p.m. Pacific Time on March 1, 2007, (the
"Expiration Date"), up to 1,800,000 fully paid and nonassessable shares of the
common stock of the Company, $0.01 par value per share (the "Shares") at a price
per share of $0.17 (the "Exercise Price"). The number of shares purchasable upon
exercise of this Warrant and the Purchase Price per share shall be subject to
adjustment from time to time as set forth in the Warrant Agreement referred to
below.

         This Warrant is issued under and in accordance with a Warrant
Agreement, dated as of March 1, 2002, between the Company and the Holder (the
"Warrant Agreement") and is subject to the terms and provisions contained in the
Warrant Agreement, all of which are incorporated herein by reference. A copy of
the Warrant Agreement may be obtained for inspection by the Holder hereof upon
written request to the Company.

         The Warrants represented by this Certificate may be exercised by the
Holder as to all or any lesser number of Shares upon surrender of this
Certificate, together with a completed and executed Election to Purchase in the
form attaching to this Certificate, on or before the date above designated, at
the principal office of the Company (or at such other address as is designated
in writing by the Company); and upon payment, by cashless exercise, or by cash,
check or cashier's check, payable to the Company, of a sum equal to the product
of the Exercise Price multiplied by the number of Shares being purchased;
provided, that no fractional share shall be issuable upon any such exercise and
the Company shall issue one full share in lieu of any fractional share. If this
Certificate shall be exercised with respect to less than all of the Shares, the
Holder shall be entitled to receive a new Certificate covering the number of
Shares with respect to which this Certificate shall not have been exercised (if
such shares are then purchasable hereunder).

                                       10
<PAGE>


         This Certificate is issued subject to the condition, and the Holder, by
accepting the same, agrees with every subsequent holder and with the Company
that title hereto and all rights hereunder shall be transferable (subject to the
provisions of the Warrant Agreement) only by delivery of this Certificate to the
Company, together with the assignment form attached hereto completed and duly
executed by the Holder; and that the Company and all persons dealing with this
Certificate may treat the registered owner hereof as its absolute owner for all
purposes, until notified in writing by such owner of a transfer.


                                              JUNUM INCORPORATED



                                              By:
                                                 -------------------------------
                                                    David B. Coulter, CEO
DATED:  As of March 1, 2002

                                       11
<PAGE>


                              ELECTION TO PURCHASE
                    (To be executed upon exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase ________________ Shares and herewith
tenders in payment for such Shares cash, check or a certified or official bank
check, payable to the order of Junum Incorporated, in the amount of
$____________________, all in accordance with the terms hereof. The undersigned
requests that a certificate of such Shares be registered in the name of
_____________________whose address is
________________________________________and that such certificate be delivered
to _________________ whose address is
___________________________________________________________. If the number of
Shares being acquired is less than all purchasable hereunder, the undersigned
requests that a new Certificate representing the remaining balance of the
Warrants be registered in the name of and delivered to __________
___________whose address is
____________________________________________________.


Dated:                                      Signature:
      ------------------------------                  --------------------------
(Insert Social Security or Other            (Signature must conform in all
Identifying Number of Holder)               respects to name of holder as
                                            specified on the face of the Warrant
                                            Certificate)


---------------------------------           ------------------------------------
                                            (Printed Name)


                                   ASSIGNMENT
                      (To be executed if Holder desires to
                        transfer the Warrant Certificate)

For Value Received, the undersigned hereby sells, assigns and transfers to

                  (please print name and address of transferee)

this Warrant Certificate, together with all right, title and interest therein,
and hereby irrevocably constitutes and appoints
_________________________________________________________ as attorney-in-fact to
transfer the same on the books of the Company, with full power of substitution.



Dated:                                      Signature:
      -----------------------------                   --------------------------
                                            (Signature must conform in all
                                            respects to name of holder as
                                            specified on the face of the
                                            Warrant Certificate)


---------------------------------           ------------------------------------
(Insert Social Security or Other                     (Printed Name)
Identifying Number of Holder)

                                       12