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                                                                    EXHIBIT 10.6


NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED
OF EXCEPT AS PROVIDED HEREIN. THE HOLDER OF THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS HEREIN
SET FORTH.

                                     WARRANT
                                       TO
                         PURCHASE SHARES OF COMMON STOCK
                                       OF
                         VIASOURCE COMMUNICATIONS, INC.

This Warrant, dated as of June 29, 2001, certifies that, for good and valuable
consideration, Viasource Communications, Inc., a New Jersey corporation (the
"Company"), hereby grants to Gateway Companies, Inc. ("Gateway"), together with
any permitted transferee (the "Holder" or "Holders") of this Warrant or Warrant
Shares (as defined below), subject to the terms and conditions set forth herein,
the right to subscribe for and purchase from the Company up to 475,000 shares of
common stock of the Company, no par value ("Common Stock"), in the amounts set
forth in Section 1.3 below (the "Warrant Shares"), at the purchase prices per
share set forth in Section 1.3 below (the "Exercise Prices"). The Exercise
Prices and the number of Warrant Shares are subject to adjustment from time to
time as provided in Section 6. This Warrant is issued in consideration and as a
part of that certain Amendment to Amended and Restated Service Agreement, dated
of even date herewith, between the Company and Gateway (the Amended and Restated
Service Agreement, as amended, being referred to herein as the "Service
Agreement").

1. DURATION AND EXERCISE OF WARRANT; LIMITATION ON EXERCISE; PAYMENT OF TAXES.

         1.1.     EXERCISE PERIOD. This Warrant may be exercised by the Holder
                  in whole or in part from time to time during the period from
                  the date of this Warrant to and including the date that is the
                  earlier of (a) five (5) years after the date of this Warrant
                  or (b) in the event that the Service Agreement is terminated
                  prior to the end of its term, ninety (90) days after the date
                  of termination of the Service Agreement, or the next
                  succeeding business day if either such date falls on a
                  Saturday, Sunday or other day on which the Company is not open
                  for business (the "Expiration Date"), subject to the vesting
                  provisions of Section 1.3.

         1.2.     MANNER OF EXERCISE.

                  (a)      The rights represented by this Warrant may be
                           exercised by the Holder, in whole or in part from
                           time to time, by delivery to the Company of (i) this
                           Warrant, (ii) a completed Exercise Form in the form
                           attached hereto (the "Exercise Form"), duly executed
                           by the Holder and specifying the number of Warrant
                           Shares to be purchased, and (iii) payment of the
                           Exercise Price for the number of Warrant Shares
                           specified in the Exercise Form in the form of
                           certified funds, wire transfer or the exchange of
                           shares of Common Stock, including shares issuable
                           upon exercise of this Warrant, having a Fair Market
                           Value (as defined in Section 1.2(b)) on the business
                           day immediately preceding the exercise date equal to
                           such Exercise Price, or any combination of these
                           forms of payment. The foregoing shall be delivered to
                           the Company at the notice address set forth in
                           Section 8.7 during normal business hours on any
                           business day on or before the Expiration Date.



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                  (b)      In the event the Holder elects to pay all or part of
                           the Exercise Price through the exchange of shares of
                           Common Stock, then the shares of Common Stock so
                           exchanged shall have an aggregate Fair Market Value
                           equal to the aggregate Exercise Price due upon
                           exercise. When used in this Warrant, the "Fair Market
                           Value" of a share of Common Stock shall mean the
                           closing sale price or last reported bid price, as
                           applicable, of the Common Stock on the specified
                           date, as reported on the primary securities exchange
                           or quotation system on which the Common Stock is
                           listed or, if the Common Stock is not listed, then
                           the value as reasonably determined in good faith by
                           the Company's Board of Directors. In the event the
                           Holder elects to pay all or part of the Exercise
                           Price through the exchange of shares of Common Stock
                           issuable upon exercise of this Warrant, then the
                           Holder shall specify the number of such shares in the
                           Exercise Form and the Company shall issue to the
                           Holder the number of shares of Common Stock computed
                           using the following formula:

                                    X=Y (A-B)
                                     -------
                                        A

                           Where X equals the number of shares of Common Stock
                           to be issued to the Holder, Y equals the number of
                           shares exercised by the Holder, including the shares
                           to be used to pay the Exercise Price, A equals the
                           Fair Market Value of a share of Common Stock, and B
                           equals the Exercise Price per share.

                  (c)      If then unexercised in whole or in part, this Warrant
                           shall be deemed to have been exercised immediately
                           prior to the close of business on the Expiration Date
                           pursuant to Section 1.2(b), and the Holder shall be
                           treated for all purposes as the holder of record of
                           such shares as of the close of business on such date.
                           As promptly as practicable on or after such date and
                           in any event within five business days thereafter,
                           the Company at its expense shall issue and deliver to
                           the Holder a certificate or certificates for the
                           number of shares issuable upon such exercise.

                  (d)      The Warrant Shares shall be deemed to be issued to
                           the Holder as of the close of business on the date on
                           which this Warrant has been properly exercised,
                           regardless of whether the Company's stock transfer
                           books may then be closed or certificates representing
                           the Warrant Shares shall have been issued.
                           Certificates for the Warrant Shares specified in the
                           Exercise Form shall be delivered to the Holder as
                           promptly as practicable, and in any event within five
                           business days thereafter. The certificates so
                           delivered shall be in denominations specified by the
                           Holder, and shall be issued in the name of the Holder
                           or, if permitted by Section 1.5, in such other name
                           as shall be designated in the Exercise Form. If this
                           Warrant shall have been exercised only in part, the
                           Company shall, at the time of delivery of the
                           certificates representing the Warrant Shares, deliver
                           to the Holder a new Warrant evidencing the right to
                           purchase the remaining Warrant Shares, which new
                           Warrant shall in all other respects be identical to
                           this Warrant. No adjustments or payments shall be
                           made on or in respect of Warrant Shares issuable on
                           the exercise of this Warrant for any cash dividends
                           paid or payable to holders of record of Common Stock
                           as of any date prior to the date as of which the
                           Holder shall be deemed to be the record holder of
                           Warrant Shares.

         1.3      VESTING AND EXERCISE PRICE. The right to exercise the Warrant
                  shall vest in the Holder under the following terms and
                  conditions and at the following exercise prices:

                  (a)      The Holder shall have the right to exercise 125,000
                           Warrant Shares as of the date of issuance of this
                           Warrant, at an exercise price equal to $1.00 per
                           share; provided, however, that the exercise price
                           shall be reduced to the closing price of Viasource's
                           common stock on June 28, 2001 in the event that the
                           average of the closing prices of the Common Stock on
                           the primary securities exchange or quotation system
                           on which




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                           the Common Stock is then listed (presently, the
                           Nasdaq Stock Market) for the ten (10) consecutive
                           calendar days ending on December 29, 2001 equals an
                           amount less than $1.00 per share (as adjusted for
                           stock splits, recapitalizations and the like).

                  (b)      The Holder shall have the right to exercise up to an
                           additional 150,000 Warrant Shares upon the issuance
                           of a press release announcing a national installation
                           program for Gateway personal computers as follows:

                           1.       150,000 Warrant Shares shall vest and become
                                    exerciseable if a press release is issued by
                                    July 6, 2001 during the term of the Service
                                    Agreement;

                           2.       125,000 Warrant Shares shall vest and become
                                    exerciseable if a press release is issued
                                    after July 6, 2001 but by July 29, 2001
                                    during the term of the Service Agreement;

                           3.       100,000 Warrant Shares shall vest and become
                                    exerciseable if a press release is issued
                                    after July 29, 2001 but by August 13, 2001
                                    during the term of the Service Agreement;
                                    and

                           4.       75,000 Warrant Shares shall vest and become
                                    exerciseable if a press release is issued
                                    after August 13, 2001 during the term of the
                                    Service Agreement.

                           Any Warrant Shares that fail to vest pursuant to this
                           Section 1.3(b) in the time periods set forth in (1) -
                           (4) above shall expire (and remain unvested) despite
                           any later press release that may be issued relating
                           to a national installation program. Any Warrant
                           Shares vesting pursuant to this Section 1.3(b) shall
                           have an exercise price equal to the lesser of $1.00
                           per share or the Discounted Market Price (as defined
                           in Section 1.3(h) below).

                  (c)      The Holder shall have the right to exercise an
                           additional 50,000 Warrant Shares on each of June 29,
                           2002 and June 29, 2003 during the term of the Service
                           Agreement, at an exercise price equal to the lesser
                           of $1.00 per share or the Discounted Market Price.
                           The maximum number of shares that may vest pursuant
                           to this Section 1.3(c) is 100,000 Warrant Shares.

                  (d)      The Holder shall have the right to exercise an
                           additional 25,000 Warrant Shares upon the initiation
                           by the Company of a pilot project for a high
                           speed/broadband Internet services for consumers
                           provided by Gateway, at an exercise price equal to
                           the lesser of $1.00 per share or the Discounted
                           Market Price.

                  (e)      The Holder shall have the right to exercise an
                           additional 25,000 Warrant Shares upon the initiation
                           by the Company of a pilot project for home networking
                           services provided by Gateway, at an exercise price
                           equal to the lesser of $1.00 per share or the
                           Discounted Market Price.

                  (f)      The Holder shall have the right to exercise an
                           additional 25,000 Warrant Shares upon the launch by
                           Gateway of a national marketing campaign offering
                           installation and orientation services for purchasers
                           of personal computers, at an exercise price equal to
                           the lesser of $1.00 per share or the Discounted
                           Market Price.

                  (g)      The Holder shall have the right to exercise an
                           additional 25,000 Warrant Shares upon the roll-out of
                           Gates III and IV pursuant to the Service Agreement
                           (and as defined in the Service Agreement), at an
                           exercise price equal to the lesser of $1.00 per share
                           or the Discounted Market Price.

                  (h)      For purposes of this Section 1.3, the Discounted
                           Market Price shall mean a ten percent (10%) discount
                           to the average of the closing prices of the Common
                           Stock on




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                           the primary securities exchange or quotation system
                           on which the Common Stock is listed (presently, the
                           Nasdaq Stock Market) for the ten (10) consecutive
                           calendar days ending on the date preceding the
                           applicable vesting date (as adjusted to reflect stock
                           splits, recapitalizations and the like). If the
                           Common Stock is not then listed on any securities
                           exchange or quotation system, then the Discounted
                           Market Price shall be a ten percent (10%) discount to
                           the value of the Common Stock as reasonably
                           determined in good faith by the Company's Board of
                           Directors.

                  (i)      In the event that the Company conducts at least
                           100,000 installation events under the Service
                           Agreement during either (1) July 1, 2001 to December
                           31, 2002 or (2) July 1, 2002 to December 31, 2003,
                           then the Holder shall have the right to exercise all
                           Warrant Shares set forth in this Warrant (regardless
                           of the number of Warrant Shares otherwise then
                           vested) commencing immediately upon such occurrence,
                           at an exercise price equal to the lesser of $1.00 per
                           share or the Discounted Market Price.

                  (j)      In the event of any liquidation, dissolution or
                           winding up of the Company or in the event of any
                           Fundamental Change or Change in Control of the
                           Company, the Holder shall have the right to exercise
                           all Warrant Shares set forth in this Warrant
                           (regardless of the number of Warrant Shares otherwise
                           then vested) commencing immediately prior to the
                           consummation of such occurrence or event, at an
                           exercise price equal to the lesser of $1.00 per share
                           or the Discounted Market Price. The term "Fundamental
                           Change" shall mean a reorganization, consolidation or
                           merger in which the Company is a party (except any
                           reorganization, consolidation or merger where the
                           Company is the surviving corporation and, after
                           giving effect thereto, the holders of the Company's
                           outstanding capital stock (on a fully diluted basis)
                           immediately prior to such reorganization,
                           consolidation or merger will own immediately
                           following such reorganization, consolidation or
                           merger outstanding capital stock of the Company (on a
                           fully diluted basis) possessing the voting power
                           under ordinary circumstances to elect a majority of
                           the Company's Board of Directors), or a sale or other
                           transfer of all or substantially all of the assets of
                           the Company on a consolidated basis in any
                           transaction or series of related transactions (other
                           than sales in the ordinary course of business)). The
                           term "Change of Control" shall mean any sale,
                           transfer, issuance or redemption or series of sales,
                           transfers, issuances or redemptions (or any
                           combination thereof) of shares of the Company's
                           capital stock by the holders thereof or the Company
                           which results in any person or entity or group of
                           affiliated persons or entities (other than the owners
                           of the Company's capital stock (on a fully diluted
                           basis) immediately prior to any such transaction or
                           series of transactions) owning capital stock of the
                           Company possessing the voting power under ordinary
                           circumstances to elect at least fifty percent (50%)
                           of the Company's Board of Directors.

                  (k)      Notwithstanding anything to the contrary set forth in
                           Section 1.3 above, the vesting of the Warrant Shares
                           shall only occur if (1) the Service Agreement is then
                           in full force and effect (except if failure to be in
                           full force and effect is due to action by the Company
                           other than for cause of Gateway), and (2) Gateway is
                           then in compliance with the Service Agreement in all
                           material respects (subject to any applicable cure
                           periods). Similarly, in the event that any of the
                           Warrant Shares fail to vest as a result of any
                           material non-compliance by the Company with any of
                           the terms of the Service Agreement as of the date of
                           the applicable vesting (subject to any applicable
                           cure periods), then any such Warrant Shares that
                           failed to vest as a result of the Company's material
                           non-compliance shall immediately vest and become
                           exerciseable, at an exercise price equal to the
                           lesser of $1.00 per share or the Discounted Market
                           Price.



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                  (l)      For the avoidance of doubt, the press releases and
                           national marketing campaign for installation and
                           orientation services program(s) for Gateway personal
                           computers, high speed/broadband Internet services and
                           home networking services described in Sections
                           1.3(b), (d), (e) and (f) above all refer to Gateway
                           programs with installation and orientation services
                           being provided by the Company.

         1.4      PAYMENT OF TAXES. The issuance of certificates for Warrant
                  Shares shall be made without charge to the Holder for any
                  stock transfer or other issuance tax in respect thereto;
                  provided, however, that the Holder shall be responsible for
                  the payment of any and all taxes which may be payable in
                  respect of any transfer involved in the issuance and delivery
                  of any certificates for Warrant Shares in a name other than
                  that of the then Holder as reflected upon the books of the
                  Company.

         1.5      TRANSFER, RESTRICTION ON TRANSFER.

                  (a)      Subject to the provisions of Section 1.5(b), this
                           Warrant may be transferred, in whole or in part, at
                           any time after the date of this Warrant, without the
                           consent of the Company, to any other person. Upon
                           notice of transfer duly executed by the Holder, the
                           transferee shall become the Holder of record of the
                           Warrant or part thereof. The Company shall keep at
                           its principal office a register in which the Company
                           shall provide for the registration, transfer and
                           exchange of this Warrant. The Company will not at any
                           time, except upon the dissolution, liquidation or
                           winding up of the Company, close such register so as
                           to prevent or delay the exercise or transfer of this
                           Warrant.

                  (b)      Neither this Warrant nor any of the Warrant Shares,
                           nor any interest or participation in either, may be
                           in any manner transferred or disposed of, in whole or
                           in part, except in compliance with the Securities Act
                           of 1933, as amended (the "Securities Act"), and
                           applicable state securities laws.

                  (c)      Each certificate for Warrant Shares and any Warrant
                           issued at any time in exchange or substitution for
                           any Warrant bearing such a legend shall bear a legend
                           similar in effect to the foregoing paragraph unless,
                           in the reasonable opinion of counsel for the Company,
                           the Warrant need no longer be subject to the
                           restriction contained herein. The provisions of this
                           Section 1.5 shall be binding upon all subsequent
                           holders of this Warrant.

         1.6      DIVISIBILITY OF WARRANT. This Warrant may be divided into
                  warrants representing one Warrant Share or multiples thereof,
                  upon surrender at the principal office of the Company on any
                  business day, without charge to any Holder, except as provided
                  below. Upon any such division, and if permitted by Section
                  1.5, the Warrants may be transferred of record to a name other
                  than that of the Holder of record; provided, however, that the
                  Holder shall be responsible for payment of any and all
                  transfer taxes with respect thereto.

         1.7      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The
                  Company hereby represents, warrants and covenants as follows:

                  (a)      EXISTENCE. The Company is a corporation duly
                           organized and validly existing under the laws of the
                           state of its incorporation and is authorized to do
                           business and is in good standing as a foreign
                           corporation in every jurisdiction in which it owns or
                           leases real property or in which the nature of its
                           business requires it to be so qualified, except where
                           the failure to so qualify, individually or in the
                           aggregate, could not reasonably be expected to have a
                           material adverse effect on the Company.



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                  (b)      ORGANIZATIONAL DOCUMENTS. True and complete copies of
                           the Company's charter and bylaws, each as amended to
                           date, have been delivered to the Holder prior to the
                           date of this warrant.

                  (c)      POWER AND AUTHORITY. The Company has all requisite
                           corporate power and authority, and has taken all
                           corporate action necessary (i) to grant, issue and
                           deliver this Warrant and (ii) to authorize and
                           reserve for issuance and, upon payment from time to
                           time of the Exercise Price, to issue and deliver the
                           shares of Common Stock initially issuable upon
                           exercise of the Warrant. This Warrant has been duly
                           executed and delivered by the Company.

                  (d)      RESERVATION, ISSUANCE AND DELIVERY OF COMMON STOCK.
                           There have been reserved for issuance out of the
                           authorized and unissued shares of Common Stock a
                           number of shares sufficient to provide for the
                           exercise of the rights represented by this Warrant as
                           of the date of this Warrant.

                  (e)      NO VIOLATION; CONSENTS AND APPROVALS. The execution
                           or delivery of this Warrant and the consummation of
                           the transactions contemplated herein does not and
                           will not (i) result in a breach or violation of any
                           of the terms or provisions of, or constitute a
                           default under, any indenture, mortgage, deed of
                           trust, loan agreement or other agreement or
                           instrument to which the Company is a party or by
                           which the Company is bound or to which any of its
                           properties or assets are subject, (ii) result in any
                           violation of any provision of the charter or bylaws
                           of the Company or any statute or any order, rule or
                           regulation of any court or governmental agency or
                           body having jurisdiction over the Company or any of
                           its properties, or (iii) require any filing with, or
                           any consent or approval of, any governmental
                           authority.

                  (f)      ENFORCEABILITY. This Warrant, when duly executed and
                           delivered, will constitute the legal, valid and
                           binding obligation of the Company, enforceable
                           against the Company in accordance with its terms,
                           subject to any applicable bankruptcy, insolvency or
                           other laws of general application affecting
                           creditors' rights and judicial decisions interpreting
                           any of the foregoing.

                  (g)      NO OUTSTANDING RIGHTS. Except as disclosed to the
                           Holder, the Company has not issued any warrants,
                           options or other securities convertible into or
                           exchangeable for shares of Common Stock and there are
                           no registration rights outstanding with respect to
                           any securities of the Company.

                  (h)      COMPLIANCE WITH SERVICE AGREEMENT. The Company shall
                           at all times be in compliance with all terms of the
                           Service Agreement.

         2. RESERVATION AND LISTING OF SHARES. All Warrant Shares which are
issued upon the exercise of the rights represented by this Warrant shall, upon
issuance and payment of the Exercise Price, be validly issued, fully paid and
nonassessable and free from all taxes, liens, security interests, charges and
other encumbrances with respect to the issue thereof other than taxes in respect
of any transfer occurring contemporaneously with such issuance. During the
period within which this Warrant may be exercised, the Company shall at all
times have authorized and reserved, and keep available free from preemptive
rights, a sufficient number of shares of Warrant Shares to provide for the
exercise of this Warrant, and shall at its expense procure such listing thereof
(subject to official notice of issuance) as then may be required on all stock
exchanges on which the Common Stock is then listed, if any. The Company from
time to time shall take all such action as may be required to assure that the
par value per share of the Warrant Shares is equal to or less than the Exercise
Price.

         3. RULE 144 AND REPORTS. The Company covenants that, as long as any
class of its equity securities is registered pursuant to Section 12(b) or 12(g)
under the Securities Exchange Act




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of 1934, as amended (the "Exchange Act"), it will file the reports required to
be filed by it under the Securities Act and the Exchange Act, and the rules and
regulations adopted by the Commission thereunder (or, if the Company is not
required to file such reports, it will, upon the request of the Holder, make
publicly available other information so long as necessary to permit sales under
Rule 144 under the Securities Act), and it will take such other action as the
Holder may reasonably request, all to the extent required from time to time to
enable the Holder to sell Warrant Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission. Upon the request of the Holder,
the Company will deliver to the Holder a written statement confirming its
compliance with such requirements.

         4. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT. Upon any transfer
permitted by Section 1.5 or 1.6, the Company, without charge to the Holder,
shall execute and deliver a new Warrant of like tenor in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be canceled. Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant and, in the
case of mutilation, upon surrender and cancellation of this Warrant, the Company
will execute and deliver a new Warrant of like tenor. The term "Warrant" as used
herein includes any Warrants issued in substitution or exchange of this Warrant.

         5. OWNERSHIP OF WARRANT. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof for all
purposes (notwithstanding any notations of ownership or writing hereon made by
anyone other than the Company) and shall not be affected by any notice to the
contrary, until presentation of this Warrant for registration of transfer.

         6. CERTAIN ADJUSTMENTS. The Exercise Price at which Warrant Shares may
be purchased and the number of Warrant Shares to be purchased upon exercise of
this Warrant are subject to change or adjustment as follows:

         6.1.     GENERAL. If the Company (i) pays a dividend in shares of
                  Common Stock or makes a distribution in shares of Common
                  Stock, (ii) subdivides its outstanding shares of Common Stock
                  into a greater number of shares of Common Stock, (iii)
                  combines its outstanding shares of Common Stock into a smaller
                  number of shares of Common Stock or (iv) issues by
                  reclassification of its shares of Common Stock other
                  securities of the Company (including any such reclassification
                  in connection with a consolidation or merger in which the
                  Company is the surviving corporation), the number of Warrant
                  Shares purchasable upon exercise of this Warrant shall be
                  adjusted so that the Holder shall be entitled to receive the
                  kind and number of Warrant Shares or other securities of the
                  Company that the Holder would have owned or have been entitled
                  to receive after the happening of any of the events described
                  above, had this Warrant been exercised immediately prior to
                  the happening of such event or any record date with respect
                  thereto. An adjustment made pursuant to this Section 6.1 shall
                  become effective immediately after the effective date of such
                  event retroactive to the record date, if any, for such event.

         6.2      ADJUSTMENT FOR CAPITAL REORGANIZATION. If at any time there
                  shall be a capital reorganization of the Company or a merger
                  or consolidation of the Company with or into another
                  corporation, or the sale of all or substantially all of the
                  Company's properties and assets, then, as part of such
                  reorganization, merger, consolidation, or sale, lawful
                  provision shall be made so that the Holder of this Warrant
                  shall thereafter be entitled to receive on exercise of this
                  Warrant during the period specified in this Warrant and on
                  payment of the Exercise Price then in effect, the number of
                  shares of stock or other securities or property of the
                  Company, or of the successor corporation resulting from such
                  merger or consolidation, to which a holder of the Common Stock
                  deliverable




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                  on exercise of this Warrant would have been entitled on such
                  capital reorganization, merger, consolidation, or sale if this
                  Warrant had been exercised immediately before that capital
                  reorganization, merger, consolidation, or sale. In any such
                  case, appropriate adjustment shall be made in the application
                  of the provisions of this Warrant with respect to the rights
                  and interests of the Holder of this Warrant after the
                  reorganization, merger, consolidation, or sale to the end that
                  the provisions of this Warrant (including adjustment of the
                  number of shares purchasable on exercise of this Warrant)
                  shall be applicable after that event, as near as reasonably
                  may be, in relation to any shares or other securities or
                  property deliverable after that event on exercise of this
                  Warrant. Upon any reorganization, consolidation, merger or
                  transfer (and any dissolution following any transfer) referred
                  to in this Section 6.2, this Warrant shall continue in full
                  force and effect and the terms hereof shall be applicable to
                  the shares of stock and other securities property receivable
                  on the exercise of this Warrant after the consummation of such
                  reorganization, consolidation or merger or the effective date
                  of dissolution following any such transfer, as the case may
                  be, and shall be binding upon the issuer of any such stock or
                  other securities, including, in the case of any such transfer,
                  the person acquiring all or substantially all of the
                  properties or assets of the Company, whether or not such
                  person shall have expressly assumed the terms of this Warrant
                  as provided in Section 7.

         6.3      ADJUSTMENTS FOR ISSUANCES OF COMMON STOCK BELOW EXERCISE PRICE

                  (a)      For the purposes of adjustment of the Exercise Price
                           pursuant to this Section 6.3, the following
                           definitions shall apply:

                           "Additional Shares of Common Stock" shall mean all
                           shares of Common Stock other than Excluded Stock (as
                           such term is defined below).

                           "Convertible Securities" shall mean any evidences of
                           indebtedness, shares or securities, in each case
                           convertible into or exchangeable for Additional
                           Shares of Common Stock.

                           "Excluded Stock" shall mean shares of Common Stock
                           issued (a) on conversion or exercise of securities of
                           the Company outstanding as of the date hereof; (b)
                           upon the issuance or exercise of Options to acquire
                           shares of Common Stock issued after the date hereof
                           to (I) officers, directors, or employees of the
                           Company pursuant to an employee stock option plan
                           approved by a majority of the entire Board of
                           Directors of the Company and (II) non-employees,
                           including, without limitation, members of the Board
                           of Directors, consultants, suppliers and contractors,
                           pursuant to a non-employee stock option plan approved
                           by a majority of the entire Board of Directors of the
                           Company, PROVIDED that in either case the price per
                           share at which such Options are exercisable is not
                           less than the fair market value of Common Stock as of
                           the date such options are issued unless such stock
                           option plan shall have been approved by the entire
                           Board of Directors unanimously; (c) upon a
                           subdivision of the Common Stock to the extent an
                           adjustment to the Exercise Price is made pursuant to
                           Section 6.1 or 6.2, (d) pursuant to capital-raising
                           transactions with financial institutions and
                           investors (as opposed to with strategic partners)
                           which have a primary purpose of raising capital for
                           the Company, and (e) pursuant to any equipment
                           leasing or debt financing from a commercial bank or
                           similar financial institution.

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

                  (b)      If the Company shall issue any Additional Shares of
                           Common Stock for a consideration per share less than
                           the Exercise Price in effect immediately prior to the
                           issuance of such Additional Shares of Common Stock,
                           then the Exercise Price concurrently with each such
                           issuance shall be reduced to an amount equal to the





                                       8
<PAGE>   9

                           consideration per share received by the Company upon
                           issuance of the Additional Shares of Common Stock. In
                           the event of any adjustment of the Exercise Price
                           pursuant to this Section 6.3, the number of Warrant
                           Shares issuable upon exercise of this Warrant shall
                           be simultaneously adjusted to that number equal to
                           the quotient of (i) the aggregate Exercise Price
                           which would have been payable had this Warrant been
                           exercised in full, for cash, immediately prior to
                           such issuance, divided by (ii) the Exercise Price as
                           so adjusted.

                           For the purposes of making any adjustment required
                           under this Section 6.3, the consideration received by
                           the Company for any issue or sale of securities shall
                           (i) to the extent it consists of cash be computed at
                           the net amount of cash received by the Company after
                           deduction of any underwriting or similar commissions,
                           compensation or concessions paid or allowed by the
                           Company in connection with such issue or sale, (ii)
                           to the extent it consists of property other than
                           cash, be computed at the fair value of that property
                           as agreed to by the parties hereto and (iii) if
                           Additional Shares of Common Stock, Convertible
                           Securities or Options are issued or sold together
                           with other stock or securities or other assets of the
                           Company for a consideration which covers both, such
                           consideration shall be reasonably allocated between
                           such Additional Shares of Common Stock, Convertible
                           Securities or Options and such other assets.

                  (c)      For the purposes of the adjustment required under
                           this Section 6.3, if the Company issues or sells any
                           Options or Convertible Securities, then in each case
                           the Company shall be deemed to have issued at the
                           time of the issuance of such Options or Convertible
                           Securities the maximum number of Additional Shares of
                           Common Stock (as set forth in the instruments
                           relating thereto, giving effect to any provision
                           contained therein for a subsequent upward adjustment
                           of such number) issuable upon exercise or conversion
                           thereof and to have received as consideration for the
                           issuance of such shares an amount equal to the total
                           amount of the consideration, if any, received by the
                           Company for the issuance of such Options or
                           Convertible Securities plus the minimum amounts of
                           consideration, if any (as set forth in the
                           instruments relating thereto, giving effect to any
                           provision contained therein for a subsequent downward
                           adjustment of such consideration), payable to the
                           Company upon the exercise or conversion of such
                           Options and Convertible Securities. No further
                           adjustment of the Exercise Price shall be made as a
                           result of the actual issuance of Additional Shares of
                           Common Stock on the exercise of any such Options or
                           the conversion of any such Convertible Securities. To
                           the extent any such Options or Convertible Securities
                           shall expire without having been exercised, the
                           Exercise Price shall be readjusted to the Exercise
                           Price which would have been in effect had the
                           unexercised Options or Convertible Securities not
                           been issued.

         6.4      CERTIFICATE OF ADJUSTMENTS. Upon the occurrence of each
                  adjustment or readjustment pursuant to this Section 6, the
                  Company at its expense shall promptly compute such adjustment
                  or readjustment in accordance with the terms hereof and
                  furnish to each Holder a certificate setting forth such
                  adjustment or readjustment and showing in detail the facts
                  upon which such adjustment or readjustment is based. The
                  Company shall, upon the written request, at any time, of any
                  Holder, furnish or cause to be furnished to such Holder, a
                  like certificate setting forth: (i) such adjustments and
                  readjustments; (ii) the Exercise Price at the time in effect;
                  and (iii) the number of shares of Common Stock and the amount,
                  if any, of other property that at the time would be received
                  upon the exercise of the Warrant.

         6.5      NOTICES OF RECORD DATE. In the event of any taking by the
                  Company of a record of the holders of any class of securities
                  for the purpose of determining the holders thereof who are
                  entitled to receive any dividend (other than a cash dividend
                  that is the same as cash dividends paid in previous quarters)
                  or other distribution, or any right to subscribe




                                       9
<PAGE>   10

                  for, purchase or otherwise acquire any shares of stock of any
                  class or any other securities or property, or to receive any
                  other right, or any capital reorganization of the Company, any
                  reclassification or recapitalization of the capital stock of
                  the Company or any Fundamental Change or Change in Control, or
                  any voluntary or involuntary dissolution, liquidation or
                  winding-up of the Company, then and in each such event the
                  Company will mail or cause to be mailed to the holder of this
                  Warrant a notice specifying (i) the date on which any such
                  record is to be taken for the purpose of such dividend,
                  distribution or right, and stating the amount and character of
                  such dividend, distribution or right, and stating the amount
                  and character of such dividend, distribution or right, and
                  (ii) the date on which any such reorganization,
                  reclassification, recapitalization, transfer, consolidation,
                  Fundamental Change, Change in Control, dissolution,
                  liquidation or winding-up is to take place, and the time, if
                  any is to be fixed, as of which the holders of record of any
                  class of securities shall be entitled to exchange their shares
                  of securities for securities or other property deliverable on
                  such reorganization, reclassification, recapitalization,
                  transfer, consolidation, Fundamental Change, Change in
                  Control, dissolution, liquidation or winding-up. Such notice
                  shall be mailed to the Holder at the same time it is sent to
                  stockholders, but in any event at least 20 business days prior
                  to the record date specified in such notice.

         7. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise, (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares of stock on the exercise of this Warrant, and (c) will not
transfer all or substantially all of its properties and assets or Common Stock
to any other person (corporate or otherwise), or consolidate with or merger into
any other person or permit any such person to consolidate with or merge into the
Company (if the Company is not the surviving person), unless such other person
shall expressly assume in writing and will be bound by all the terms of this
Warrant. Upon the request of a Holder at any time during the period that this
Warrant is outstanding, the Company will acknowledge in writing, in form
reasonably satisfactory to such Holder, the continued validity of this Warrant
and the Company's obligations hereunder.

         8. MISCELLANEOUS.

         8.1.     ENTIRE AGREEMENT. This Warrant constitutes the entire
                  agreement between the Company and the Holder with respect to
                  this Warrant and the Warrant Shares.

         8.2.     BINDING EFFECTS. This Warrant shall inure to the benefit of
                  and shall be binding upon the Company, the Holder and holders
                  of Warrant Shares and their respective heirs, legal
                  representatives, successors and assigns. Nothing in this
                  Warrant, expressed or implied, is intended to or shall confer
                  on any person other than the Company, the Holder and holders
                  of Warrant Shares, or their respective heirs, legal
                  representatives, successors or assigns, any rights, remedies,
                  obligations or liabilities under or by reason of this Warrant
                  or the Warrant Shares.

         8.3.     AMENDMENTS AND WAIVERS. This Warrant may not be modified or
                  amended except by an instrument in writing signed by the
                  Company and the Holder. The Company, the Holder or holders of
                  Warrant Shares may, by an instrument in writing, waive
                  compliance by the other party with any term or provision of
                  this Warrant on the part of such other party hereto to be
                  performed or complied with. The waiver by any such party of a


                                       10
<PAGE>   11

                  breach of any term or provision of this Warrant shall not be
                  construed as a waiver of any subsequent breach.

         8.4.     FIDUCIARY DUTIES. The Company and its directors shall owe the
                  Holder the same fiduciary duties that the Company and its
                  directors would owe to holders of Warrant Shares and the other
                  stockholders of the Company.

         8.5.     SECTION AND OTHER HEADINGS. The section and other headings
                  contained in this Warrant are for reference purposes only and
                  shall not be deemed to be a part of this Warrant or to affect
                  the meaning or interpretation of this Warrant.

         8.6.     FURTHER ASSURANCES. Each of the Company, the Holder and
                  holders of Warrant Shares shall do and perform all such
                  further acts and things and execute and deliver all such other
                  certificates, instruments and/or powers of attorney as may be
                  necessary or appropriate as any party hereto may, at any time
                  and from time to time, reasonably request in connection with
                  the performance of any of the provisions of this Warrant.

         8.7.     NOTICES. All demands, requests, notices and other
                  communications required or permitted to be given under this
                  Warrant shall be in writing and shall be deemed to have been
                  duly given if delivered personally or sent by United States
                  certified or registered first class mail, postage prepaid, to
                  the parties hereto at the following addresses or at such other
                  address as any party hereto shall hereafter specify by notice
                  to the other party hereto:

                  (a)      if to the Company, addressed to:

                           Viasource Communications, Inc.
                           200 Broward Avenue, 21st floor
                           Fort Lauderdale, Florida 33301
                           Attn:  Colin McWay, Exec. VP, Business Development
                           Fax:  (954) 525-1868
                           Tele:  (954) 678-3516


                  (b)      if to the Holder, addressed to the following address
                           or to the address of the record Holder appearing on
                           the books of the Company.

                           Gateway Companies, Inc.
                           4545 Towne Centre Court
                           San Diego, CA 92121
                           Attn:  General Counsel
                           Fax:  (858) 799-3413
                           Tele:  (858) 799-3419

         8.8.     SEVERABILITY. Any term or provision of this Warrant that is
                  invalid or unenforceable in any jurisdiction shall, as to such
                  jurisdiction, be ineffective to the extent of such invalidity
                  or unenforceability without rendering invalid or unenforceable
                  any other term or provision of this Warrant or affecting the
                  validity or enforceability of any of the terms or provisions
                  of this Warrant in any other jurisdiction.

         8.9.     FRACTIONAL SHARES. No fractional shares or scrip representing
                  fractional shares shall be issued upon the exercise of this
                  Warrant. With respect to any fraction of a share called for
                  upon any exercise hereof, the Company shall pay to the Holder
                  an amount in cash equal to such fraction multiplied by the
                  then-current market price.



                                       11
<PAGE>   12

         8.10.    RIGHTS OF THE HOLDER. No Holder shall, solely by virtue of
                  this Warrant, be entitled to any rights of a stockholder of
                  the Company, either at law or in equity.

         8.11.    GOVERNING LAW. This Warrant shall be deemed to be a contract
                  made under the laws of the State of New York and for all
                  purposes shall be governed by and construed in accordance with
                  the laws of such State applicable to contracts made and
                  performed in New York.

         8.12.    REGISTRATION RIGHTS AND SELLING RESTRICTIONS.

                  (a)      The Company agrees to cause the Warrant Shares
                           issuable to the Holders to be registered with the
                           Securities and Exchange Commission ("SEC") under the
                           Securities Act, on an effective and current Form S-3
                           registration statement, or any successor form if Form
                           S-3 shall not be available, as follows: (1) the
                           Company will file such registration statement no
                           later than the earlier to occur of (A) if the Company
                           is then eligible to file a registration statement
                           with the SEC on Form S-3, thirty (30) days after the
                           date that the Company issues stock with net proceeds
                           to the Company of at least $8,000,000, and (B)
                           fifteen (15) days after the date that the Company
                           becomes eligible to file a registration statement
                           with the SEC on Form S-3; and (2) the Company will
                           use its commercially reasonable best efforts to have
                           such registration statement declared effective as
                           soon as reasonably practicable thereafter. The
                           Company also agrees to comply with all requirements
                           of the Nasdaq Stock Market in connection with the
                           transactions contemplated by Warrant, and to use its
                           best efforts to cause the Warrant Shares to be
                           approved for listing on the Nasdaq Stock Market as
                           soon as reasonably practicable, but in any event
                           within sixty (60) days after the date of issuance of
                           this Warrant.

                  (b)      The Company shall keep such registration statement
                           effective and current until the date after the
                           Expiration Date, during which period the Warrant
                           Shares shall be freely saleable in accordance with
                           the plan of distribution set forth in the
                           registration statement and listed and tradeable on
                           the principal securities exchange or quotation system
                           on which the Common Stock then traded, without any
                           resale restrictions or limitations, except for the
                           prospectus delivery requirements, if any, relating to
                           such Form S-3 or other registration form or any other
                           similar requirements under any applicable SEC rule
                           and regulation as to which the selling shareholder
                           (as compared to the Company) is solely responsible
                           for compliance with respect to such selling
                           shareholder's effectuation of a resale of the Warrant
                           Shares.

                  (c)      All expenses incurred in connection with a
                           registration pursuant to this Section 8.12 (excluding
                           underwriters' and brokers' discounts and commissions
                           relating to shares sold by the Holders, which shall
                           be borne by the respective Holders), including,
                           without limitation, all federal, state and "blue sky"
                           registration, filing and qualification fees,
                           printers' and accounting fees, and fees and
                           disbursements of counsel for the Company, shall be
                           borne by the Company. Fees and disbursements of any
                           counsel for the Holders shall be borne by the
                           Holders.

                  (d)      Until the date that is six (6) months after the date
                           of issuance of this Warrant, the Holders collectively
                           may not sell or transfer more than an aggregate of
                           10,000 Warrant Shares on any calendar day.



                                       12
<PAGE>   13

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer as of the date first written above.

VIASOURCE COMMUNICATIONS, INC.

/s/ Colin McWay
------------------------------------

By: Colin McWay
   ---------------------------------
Title: Executive Vice President,
       Business Development
      ------------------------------






                                       13
<PAGE>   14
                                  EXERCISE FORM

The undersigned, the record holder of this Warrant, hereby irrevocably elects to
exercise the right, represented by this Warrant, to purchase __________ of the
Warrant Shares and herewith tenders payment for such Warrant Shares in the
amount of $___________ in the form of (__) certified funds, (__) wire transfer,
(__) the exchange of _________ shares of Common Stock, and/or (__) the exchange
of _____________ Warrant Shares included in this exercise. The undersigned
requests that a certificate for such Warrant Shares be registered in the
following name and for delivery to the following address:

              Name                                         Address
              ----                                         -------

[NAME OF HOLDER]



Date:
By:
Name:
Title:






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