<PAGE>
EXHIBIT 10.17


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 January 2, 2002 between Junum
Incorporated, a Delaware corporation (the "COMPANY"), and Patricia Marti
("Consultant"), and her 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 2, 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 262,500 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 262,500 shares of Common Stock
         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 262,500 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 131,250 shares on the date hereof, and as to the
         remaining 131,250 shares, in equal monthly installments of 43,750
         shares on the first day of each calendar month commencing on January 1,
         2002 through and including March 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.

(b)                        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 9 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 the earlier of (i) March 1,
                  2007, (ii) the date which is two years from the date of
                  termination without cause of the Consulting Agreement, or
                  (iii) the date which is two months from the date of
                  termination of the Consulting Agreement for Cause (as defined
                  therein) (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 $0.50 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 the event an "easy exercise" as described in
                  Section 6(d) below is not lawfully available, 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


                                        2
<PAGE>


(d)                        EASY EXCRCISE. 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, or
                  are otherwise lawfully permitted to be sold in an open market
                  transaction, and if permitted by law and applicable
                  regulations, the Holder 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 terms and pay such other reasonable charges as
         the Company may prescribe.

                                       3
<PAGE>

10.      ADLUSTMENT 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.

(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.



                                        4
<PAGE>
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 any other appropriate form, 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 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



                                        5
<PAGE>

                  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 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.


                                        6
<PAGE>

(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 lime 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 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 hy 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 he 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 he 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 he 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 tinder 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 he 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 Slates by
                  certified or registered mail. or sent by prepaid telegram:

                         if to the Company:

                                       7
<PAGE>



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

                         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 he 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 he
                  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 he 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 he 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



                                       8
<PAGE>

                  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:

                  "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 10 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



PATRICIA MARTI


/s/ Patricia Marti
---------------------------------
Patricia Marti




                                       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

                                262,500 WARRANTS

                                   ----------

         THIS CERTIFIES THAT, for value received, Patricia Marti, 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 January 2, 2007, (the "Expiration Date"),
up to 262,500 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 $0.50
(the "Exercise Price"). The number of shares purchasable upon exercise of this
Warrant and the Purchase Price per share shall he 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 January 2, 2002, between the Company and Patricia Marti
(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 cheek, 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 tractional 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 he 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: /s/ David B. Coulter
                                                 ------------------------------
                                                 David B. Coulter, CEO


DATED: As of January 2, 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 he 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 respects to
Identifying Number of Holder)      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