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                                                                    EXHIBIT 10.5


        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
        NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
        TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE
        OF SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT AND THE
        RULES AND REGULATIONS THEREUNDER.

                                                      Dated: as of June 29, 2001

                        WARRANT CERTIFICATE REPRESENTING
                      WARRANTS TO PURCHASE COMMON STOCK OF
                         VIASOURCE COMMUNICATIONS, INC.

                  FOR VALUE RECEIVED, Viasource Communications, Inc., a
corporation organized and existing under the laws of the State of New Jersey
(the "Company"), hereby certifies that, General Electric Capital Corporation
("Holder"), the holder of these Warrants (the "Warrants", and each right to
purchase a share of Common Stock, a "Warrant") is entitled, subject to the terms
set forth below, at any time on or after September 28, 2001 (the "Commencement
Date"), or from time to time thereafter, to purchase from the Company 5,797,828
fully paid and nonassessable shares of Common Stock at such Holder's option;
provided that Holder may not exercise these Warrants to the extent that the
exercise hereof, taken together with Holder's prior exercise of any other
warrants received by Holder after the effective date hereof, would cause Holder
to own more than nineteen and nine hundred ninety nine one-hundredths percent
(19.999%) of the Company's outstanding Common Stock as of the date of exercise.

                  These Warrants shall be subject to (i) the registration rights
provisions set forth in the Amended and Restated Stockholders Agreement dated as
of June 1, 2000 among the Company and the parties thereto (the "Stockholders
Agreement") and set forth in the Registration Rights Agreement dated as of
August 1, 2001 among the Company and the parties thereto (the "Registration
Rights Agreement") and the Holder shall be entitled to all rights it has
thereunder with respect to the Warrants and the Warrant Shares and (ii) the
following terms and conditions:

SECTION 1. EXERCISE OF WARRANTS; EXERCISE PRICE; ADJUSTMENTS RELATIVE TO
           EXERCISE OF WARRANTS

                  1A. EXERCISE OF WARRANTS. Subject to the conditions of this
Section 1, the holder of any Warrant at the holder's option may exercise such
holder's rights under all or any part of the Warrants to purchase one share of
Common Stock (the "Warrant Shares") for each Warrant at a price equal to $.01
per share (the "Exercise Price") at any time on or after the Commencement Date
provided, that, at the option of the holder thereof, payment of the Exercise
Price may be satisfied through the delivery and



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cancellation of additional Warrants having an aggregate Spread (as defined
below) equal to the aggregate Exercise Price of the Warrants being exercised.
The term "Spread" with respect to any Warrant, means the Market Price as defined
in 1(B)(8) of the Warrant Shares issuable upon exercise of such Warrant adjusted
as provided herein, less the Exercise Price of such Warrant. The Warrant Shares
are subject to certain adjustments as set forth in Sections 1 and 3 and the term
"Warrant Shares" as used herein shall as of any time be deemed to include all
such adjustments to be given effect as of such time in accordance with the terms
hereof. The calculation of the Spread and the number of Warrants deliverable in
payment of the Exercise Price shall be verified by the Company.

                  1B. ISSUANCE OF COMMON STOCK. If and whenever after the date
hereof the Company shall issue or sell any shares of its Common Stock for a
consideration per share less than the Market Price at the time of such issue or
sale, then, forthwith upon such issue or sale, the number of shares of Common
Stock thereafter purchasable upon the exercise of each Warrant subsequent to
such event shall be increased (but not decreased, except as otherwise
specifically provided in Section 1B(3)) to such number which shall be determined
as follows:

                  by multiplying the number of shares of Common Stock
         purchasable upon exercise of such Warrant immediately prior to the time
         of such issue or sale by a fraction, the numerator of which shall be
         the number of shares of Common Stock outstanding immediately after such
         issue or sale, and the denominator of which shall be the sum of (i) the
         number of shares of Common Stock outstanding immediately prior to such
         issue or sale plus (ii) the number of shares of Common Stock which the
         aggregate consideration received by the Company for such issue or sale
         would purchase at the Market Price at the time of such issue or sale
         per share of Common Stock.

No adjustment in the number of shares of Common Stock purchasable upon exercise
of the Warrants, however, shall be made, or in the case of clause (ii), only a
partial adjustment shall be made (i) unless such adjustment would require an
increase of at least one percent (1%) in the number of shares of Common Stock
purchasable upon exercise of each Warrant, but any such adjustment which is not
required to be made by reason of this paragraph shall be carried forward and
shall be made at the time of and together with the next subsequent adjustment
and (ii) if, and to the extent that, as a result of such adjustment, this
Warrant shall become exercisable for more than fifteen percent (15%) of the
Common Stock of the Company, or, together with any other warrants that Holder
may then exercise for Common Stock, more than nineteen and nine hundred ninety
nine one-hundredths percent (19.999%) of such Common Stock, in each case as of
the date of determination.

                  For the purposes of this Section 1B, the following Sections
1B(1) through 1B(9) shall also be applicable:

                  1B(1) ISSUANCE OF RIGHTS OR OPTIONS - In case at any time
         after the date hereof the Company shall in any manner grant (whether
         directly or by assumption in a merger or otherwise, except in the
         circumstances described in Section 1C




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         below) any rights to subscribe for or to purchase, or any options for
         the purchase of, Common Stock or any stock or securities convertible
         into or exchangeable for Common Stock (such convertible or exchangeable
         stock or securities being herein called "CONVERTIBLE SECURITIES"),
         whether or not such rights or options or the right to convert or
         exchange any such Convertible Securities are immediately exercisable,
         and the price per share for which Common Stock is issuable upon the
         exercise of such rights or options or upon conversion or exchange of
         such Convertible Securities (determined by dividing (i) the total
         amount, if any, received or receivable by the Company as consideration
         for the granting of such rights or options, plus the minimum aggregate
         amount of additional consideration, if any, payable to the Company upon
         the exercise of such rights or options, plus, in the case of such
         rights or options which relate to Convertible Securities, the minimum
         aggregate amount of additional consideration, if any, payable upon the
         issue or sale of such Convertible Securities and upon the conversion or
         exchange thereof, by (ii) the total maximum number of shares of Common
         Stock issuable upon the exercise of such rights or options or upon the
         conversion or exchange of all such Convertible Securities issuable upon
         the exercise of such rights or options) shall be less than the Market
         Price, determined as of the date of granting such rights or options,
         then the total maximum number of shares of Common Stock issuable upon
         the exercise of such rights or options or upon conversion or exchange
         of all such Convertible Securities issuable upon the exercise of such
         rights or options shall (as of the date of granting of such rights or
         options) be deemed to be outstanding and to have been issued for such
         price per share. Except as provided in Section 1B(3), no further
         adjustment of the number of shares of Common Stock purchasable upon
         exercise of each Warrant shall be made upon the actual issue of such
         Common Stock or of such Convertible Securities upon exercise of such
         rights or options or upon the actual issue of such Common Stock upon
         conversion or exchange of such Convertible Securities.

                  1B(2) ISSUANCE OF CONVERTIBLE SECURITIES - In case at any time
         after the date hereof the Company shall in any manner issue (whether
         directly or by assumption in a merger or otherwise) or sell any
         Convertible Securities, whether or not the rights to exchange or
         convert thereunder are immediately exercisable, and the price per share
         for which Common Stock is issuable upon such conversion or exchange
         (determined by dividing (i) the total amount received or receivable by
         the Company as consideration for the issue or sale of such Convertible
         Securities, plus the minimum aggregate amount of additional
         consideration, if any, payable to the Company upon the conversion or
         exchange thereof, by (ii) the total maximum number of shares of Common
         Stock issuable upon the conversion or exchange of all such Convertible
         Securities) shall be less than the Market Price, determined as of the
         date of such issue or sale of such Convertible Securities, then the
         total maximum number of shares of Common Stock issuable upon conversion
         or exchange of all such Convertible Securities shall (as of the date of
         the issue or sale of such Convertible Securities) be deemed to be
         outstanding and to have been issued for such price per share; PROVIDED,
         HOWEVER, that (a) except as otherwise provided in Section 1B(3), no
         further adjustment of the number of shares of Common Stock purchasable
         upon exercise




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         of each Warrant shall be made upon the actual issue of such Common
         Stock upon conversion or exchange of such Convertible Securities, and
         (b) if any such issue or sale of such Convertible Securities is made
         upon exercise of any rights to subscribe for or to purchase or any
         option to purchase any such Convertible Securities for which
         adjustments of the number of shares of Common Stock purchasable upon
         exercise of each Warrant have been or are to be made pursuant to other
         provisions of this Section 1B, no further adjustment of the number of
         shares of Common Stock purchasable upon exercise of each Warrant shall
         be made by reason of such issue or sale.

                  1B(3) CHANGE IN OPTION PRICE OR CONVERSION RATE - Upon the
         happening of any of the following events, namely, if the purchase price
         provided for in any right or option referred to in Section 1B(1), the
         additional consideration, if any, payable upon the conversion or
         exchange of any Convertible Securities referred to in Section 1B(1) or
         Section 1B(2), or the rate at which any Convertible Securities referred
         to in Section 1B(1) or Section 1B(2) are convertible into or
         exchangeable for Common Stock shall change (other than under or by
         reason of provisions designed to protect against dilution), the number
         of shares of Common Stock purchasable upon exercise of each Warrant
         hereunder shall forthwith be readjusted (increased or decreased, as the
         case may be) to such number of shares of Common Stock which would have
         been purchasable upon exercise of each Warrant at such time had such
         rights, options or Convertible Securities still outstanding provided
         for such changed purchase price, additional consideration or conversion
         rate, as the case may be, at the time initially granted, issued or
         sold. On the expiration of any such option or right referred to in
         Section 1B(1) or the termination of any such right to convert or
         exchange any such Convertible Securities referred to in Section 1B(1)
         or Section 1B(2), the number of shares of Common Stock purchasable upon
         exercise of each Warrant then in effect hereunder shall forthwith be
         readjusted (increased or decreased, as the case may be) to such number
         of shares of Common Stock which would have been purchasable upon
         exercise of each Warrant at the time of such expiration or termination
         had such right, option or Convertible Securities, to the extent
         outstanding immediately prior to such expiration or termination, never
         been granted, issued or sold, and the Common Stock issuable thereunder
         shall no longer be deemed to be outstanding. If the purchase price
         provided for in any such right or option referred to in Section 1B(1)
         or the rate at which any Convertible Securities referred to in Section
         1B(1) or Section 1B(2) are convertible into or exchangeable for Common
         Stock shall be reduced at any time under or by reason of provisions
         with respect thereto designed to protect against dilution, then in case
         of the delivery of shares of Common Stock upon the exercise of any such
         right or option or upon conversion or exchange of any such Convertible
         Securities, the number of shares of Common Stock purchasable upon
         exercise of each Warrant then in effect hereunder shall, if not already
         adjusted, forthwith be adjusted to such amount as would have obtained
         had such right, option or Convertible Securities never been issued as
         to such shares of Common Stock and had adjustments been made upon the
         issuance of the shares of Common Stock delivered as aforesaid, but only
         if as a result of such adjustment the number of



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         shares of Common Stock purchasable upon exercise of each Warrant then
         in effect hereunder is thereby reduced.

                  1B(4) STOCK DIVIDENDS - In case at any time the Company shall
         declare a dividend or make any other distribution upon any class or
         series of stock of the Company payable in shares of Common Stock or
         Convertible Securities, any shares of Common Stock or Convertible
         Securities, as the case may be, issuable in payment of such dividend or
         distribution shall be deemed to have been issued or sold without
         consideration.

                  1B(5) CONSIDERATION FOR STOCK - In case at any time any shares
         of Common Stock or Convertible Securities or any rights or options to
         purchase any such Common Stock or Convertible Securities shall be
         issued or sold for cash, the consideration received therefor shall be
         deemed to be the amount received by the Company therefor, without
         deduction therefrom of any expenses incurred or any underwriting
         commissions or concessions paid or allowed by the Company in connection
         therewith. In case at any time any shares of Common Stock of any class
         or Convertible Securities or any rights or options to purchase any such
         shares of Common Stock or Convertible Securities shall be issued or
         sold for a consideration other than cash, the amount of the
         consideration other than cash received by the Company shall be deemed
         to be the fair value of such consideration as determined reasonably and
         in good faith by the Board of Directors of the Company, without
         deduction of any expenses incurred or any underwriting commissions or
         concessions paid or allowed by the Company in connection therewith. In
         case at any time any shares of Common Stock or of any class or
         Convertible Securities or any rights or options to purchase such shares
         of Common Stock or Convertible Securities shall be issued in connection
         with any merger or consolidation in which the Company is the surviving
         corporation, the amount of consideration received therefor shall be
         deemed to be the fair value as determined reasonably and in good faith
         by the Board of Directors of the Company of such portion of the assets
         and business of the nonsurviving corporation as such Board may
         determine to be attributable to such shares of Common Stock,
         Convertible Securities, rights or options, as the case may be. In case
         at any time any rights or options to purchase any shares of Common
         Stock or Convertible Securities shall be issued in connection with the
         issue and sale of other securities of the Company, together comprising
         one integral transaction in which no consideration is allocated to such
         rights or options by the parties thereto, such rights or options shall
         be deemed to have been issued for an amount of consideration equal to
         the fair value thereof as determined reasonably and in good faith by
         the Board of Directors of the Company.

                  1B(6) RECORD DATE - In case the Company shall take a record of
         the holders of its Common Stock for the purpose of entitling them (i)
         to receive a dividend or other distribution payable in shares of Common
         Stock or in Convertible Securities, or (ii) to subscribe for or
         purchase shares of Common Stock or Convertible Securities, then such
         record date shall be deemed to be the date of the issue or sale of the
         shares of Common Stock deemed to have been




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         issued or sold as a result of the declaration of such dividend or the
         making of such other distribution or the date of the granting of such
         right of subscription or purchase, as the case may be, unless such
         dividend or other distribution or right to subscribe when exercised is
         to be measured by the Market Price in effect on the date such dividend
         or other distribution or right to subscribe is exercised, in which case
         such date shall be deemed to be the date of the issue or sale of the
         shares of Common Stock deemed to have been so issued or sold.

                  1B(7) TREASURY SHARES - The number of shares of Common Stock
         outstanding at any given time shall not include shares owned or held by
         or for the account of the Company, and the disposition of any such
         shares shall be considered an issue or sale of Common Stock for the
         purposes of this Section 1B.

                  1B(8) DEFINITION OF MARKET PRICE - "MARKET PRICE" shall mean,
         for any day, the average of the final sale prices of the Common Stock
         on all exchanges on which the Common Stock may at the time be listed or
         the final bid prices on the NASDAQ National Market System or NASDAQ
         over-the-counter market, in each such case, unless otherwise provided
         herein, averaged over a period of fifteen consecutive trading days
         ending 2 days prior to the day as of which "Market Price" is being
         determined; PROVIDED, HOWEVER, that in connection with a firm
         underwriting of a public offering of Common Stock, Market Price shall
         mean the initial public offering price in such underwritten offering.
         If at any time the Common Stock is not listed on any such exchange or
         quoted in any such domestic over-the-counter market, the "Market Price"
         shall be deemed to be the fair market value thereof as determined by an
         investment banking firm mutually acceptable to the Company and the
         holders of a majority in aggregate principal amount of the Warrants
         then outstanding.

                  1B(9) DETERMINATION OF MARKET PRICE UNDER CERTAIN
         CIRCUMSTANCES - Anything herein to the contrary notwithstanding, in
         case at any time after the date hereof the Company shall issue any
         shares of Common Stock or Convertible Securities, or any rights or
         options to purchase any such Common Stock or Convertible Securities, in
         connection with the acquisition by the Company of the stock or assets
         of any other corporation or the merger of any other corporation into
         the Company under circumstances where on the date of the issuance of
         such shares of Common Stock or Convertible Securities or such rights or
         options the consideration received for such Common Stock or deemed to
         have been received for the Common Stock into which such Convertible
         Securities or such rights or options are convertible is less than the
         Market Price of the Common Stock but on the date the number of shares
         of Common Stock or Convertible Securities (or in the case of
         Convertible Securities other than stock, the aggregate principal amount
         of Convertible Securities) or the number of such rights or options was
         determined (as set forth in a binding agreement between the Company and
         the other party to the transaction) the consideration received for such
         Common Stock or deemed to have been received for the Common Stock into
         which such Convertible Securities or such rights or options are
         convertible would not have been less than the Market




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         Price thereof, such shares of Common Stock shall not be deemed to have
         been issued for less than the Market Price of the Common Stock.

                  1B(10) CERTAIN ISSUES EXCEPTED - Anything herein to the
         contrary notwithstanding, the Company shall not be required to make any
         adjustment to the number of shares issuable upon exercise of each
         Warrant in respect of (A) the issuance of any shares of Common Stock
         upon the exercise of options granted under any employee or director
         stock option plan of the Company and approved by the Board of
         Directors, (B) the issuance of warrants, options or other rights
         pursuant to employee or director stock option or stock ownership plans
         duly approved by the Board of Directors of the Company, (C) the
         issuance of any shares of Common Stock issued by the Company in
         connection with the acquisition of any business or any merger approved
         by the Board of Directors as part of the merger consideration, (D) the
         issuance of any shares of Common Stock in connection with or at any
         time after the consummation of a Qualified Public Offering, (E) the
         issuance of shares of Common Stock or options to purchase shares of
         Common Stock to certain key employees or sellers in connection with any
         acquisition or merger, such shares or options not to exceed 4% of the
         outstanding shares of Common Stock at any point in time (but at no
         point for more than 2.2 million shares (subject to any adjustment
         pursuant to any stock split, reverse stock split or other similar
         reorganization)), (F) the issuance of any warrants to any lender in
         connection with any financing entered into by the Company, such
         warrants not to exceed 5% of the outstanding shares of Common Stock
         immediately prior to such issuance; and (G) the issuance of any equity
         securities upon conversion or exercise of equity securities issued or
         permitted to be issued pursuant to clauses (i) through (viii) of
         Section 4.01 of the Stockholders Agreement; PROVIDED, THAT the
         aggregate amount of shares issued pursuant to clauses (A) and (B) above
         shall not exceed 8% of the outstanding shares of Common Stock at any
         point in time (but at no point for more than 4.4 million shares
         (subject to any adjustment pursuant to any stock split, reverse stock
         split or other similar reorganization)); and provided that clause(c)
         shall not apply to any shares issued as an advisory fee.

                  1C. LIQUIDATING DIVIDENDS; PURCHASE RIGHTS. (a) In case at any
         time after the date hereof the Company shall declare a dividend upon
         the shares of Common Stock of any class payable otherwise than in
         shares of Common Stock or Convertible Securities, otherwise than out of
         consolidated earnings or consolidated earned surplus (determined in
         accordance with United States generally accepted accounting principles,
         including the making of appropriate deductions for minority interests,
         if any, in subsidiaries), and otherwise than in the securities to which
         the provisions of clause (b) below apply, and provided that such
         dividend shall not otherwise result in an adjustment of the number of
         shares of Common Stock purchasable upon exercise of each Warrant
         pursuant to any other provision hereof, the Company shall pay over to
         each holder of Warrants, upon exercise thereof on or after the dividend
         payment date, the securities and other property (including cash) which
         such holder would have received (together with all distributions
         thereon) if such holder had exercised the Warrants held by it on the
         record date fixed in connection with such dividend, and the Company
         shall take whatever steps




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         are necessary or appropriate to keep in reserve at all times such
         securities and other property as shall be required to fulfill its
         obligations hereunder in respect of the shares issuable upon the
         exercise of all the Warrants.

                  (b) If at any time or from time to time on or after the date
         hereof the Company shall grant, issue or sell any options or rights
         (other than Convertible Securities) to purchase stock, warrants,
         securities or other property pro rata to the holders of Common Stock of
         all classes ("PURCHASE RIGHTS"), then if it shall be entitled to an
         adjustment pursuant to Section 1B above and in lieu of such adjustment,
         each holder of Warrants shall be entitled, at such holder's option, to
         acquire (whether or not such holder's Warrants shall have been
         converted), upon the terms applicable to such Purchase Rights, the
         aggregate Purchase Rights which such holder could have acquired if such
         holder had held the number of shares of Common Stock issuable upon
         exercise of such Warrants, immediately prior to the time or times at
         which the Company granted, issued or sold such Purchase Rights.

                  1D. SUBDIVISION OR COMBINATION OF STOCK. In case the Company
         shall at any time subdivide its outstanding shares of Common Stock into
         a greater number of shares, the number of shares of Common Stock
         purchasable upon exercise of each Warrant immediately prior to such
         subdivision shall be proportionately increased, and conversely, in case
         the outstanding shares of Common Stock of the Company shall be combined
         into a smaller number of shares, the number of shares of Common Stock
         purchasable upon exercise of each Warrant immediately prior to such
         combination shall be proportionately decreased.

                  1E. CHANGES IN COMMON STOCK. If any capital reorganization or
         reclassification of the capital stock of the Company, or consolidation
         or merger of the Company with another corporation or other entity, or
         sale, transfer or other disposition of all or substantially all of its
         properties to another corporation or other entity, shall be effected,
         then, as a condition of such reorganization, reclassification,
         consolidation, merger, sale, transfer or other disposition, lawful and
         adequate provision shall be made whereby each holder of Warrants shall
         thereafter have the right to purchase and receive upon the basis and
         upon the terms and conditions herein specified and in lieu of the
         shares of the Common Stock of the Company immediately theretofore
         issuable upon exercise of the Warrants, such shares of stock,
         securities or properties, if any, as may be issuable or payable with
         respect to or in exchange for a number of outstanding shares of such
         Common Stock equal to the number of shares of such Common Stock
         immediately theretofore issuable upon exercise of the Warrants had such
         reorganization, reclassification, consolidation, merger, sale, transfer
         or other disposition not taken place, and in any such case appropriate
         provisions shall be made with respect to the rights and interests of
         each holder of Warrants to the end that the provisions hereof
         (including without limitation provisions for adjustment of the number
         of shares of Common Stock purchasable upon exercise of each Warrant)
         shall thereafter be applicable, as nearly equivalent as may be
         practicable in relation to any shares of stock, securities or
         properties thereafter deliverable upon the exercise thereof. The
         Company shall not effect any such consolidation, merger, sale, transfer
         or other disposition, unless prior to or simultaneously with the
         consummation thereof the successor corporation (if other than the
         Company)




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         resulting from such consolidation or merger or the corporation
         purchasing or otherwise acquiring such properties shall assume, by
         written instrument executed and mailed or delivered to the holders of
         Warrants at the last address of such holders appearing on the books of
         the Company, the obligation to deliver to such holders such shares of
         stock, securities or properties as, in accordance with the foregoing
         provisions, such holders may be entitled to acquire. The above
         provisions of this subparagraph shall similarly apply to successive
         reorganizations, reclassifications, consolidations, mergers, sales,
         transfers, or other dispositions.

                  1F. NOTICE OF ADJUSTMENT. Upon any adjustment of the number of
         shares of Common Stock or other stock or property purchasable upon the
         exercise of each Warrant as provided herein, then and in each such case
         the Company shall within ten days following such adjustment deliver to
         each holder of Warrants a certificate of the Chief Financial Officer of
         the Company setting forth the number of shares of Common Stock or other
         stock or property purchasable upon exercise of each Warrant resulting
         from such adjustment, setting forth in reasonable detail the method of
         calculation and the facts upon which such calculation is based. Each
         holder of Warrants shall have the right, during the succeeding five
         Business Days, to dispute the results set forth in such certificate by
         notifying the Company of the nature of such dispute in writing in
         reasonable detail, including the amount and nature of any difference
         from the result determined by the Company. If no holder delivers such
         written notice of its objections within such five Business Day period,
         the determination set forth in the certificate of the Chief Financial
         Officer shall be deemed to have been accepted by the holders of the
         Warrants. The Company and such holder shall attempt to resolve any such
         objections within ten Business Days following the receipt by the
         Company of such holder's objections. If the Company and such holder are
         unable to resolve such dispute, the Company shall promptly obtain the
         opinion of a firm of independent certified public accountants (which
         may be the regular auditors of the Company) of recognized national
         standing selected by the Company's Board of Directors, which opinion
         shall state the number of shares of Common Stock or other stock or
         property purchasable upon exercise of each Warrant resulting from such
         adjustment, setting forth in reasonable detail the method of
         calculation and the facts upon which such calculation is based. The
         Company shall promptly mail a copy of such accountants' opinion to each
         holder of Warrants.

                  1G. CERTAIN EVENTS. If any event occurs as to which in the
         opinion of the Board of Directors of the Company the other provisions
         of Section 1 hereof are not strictly applicable or if strictly
         applicable would not fairly protect the conversion rights of the
         holders of the Warrants in accordance with the essential intent and
         principles of such provisions, then such Board of Directors shall
         appoint a firm of independent certified public accountants (which may
         be the regular auditors of the Company) of recognized national
         standing, which shall give their opinion upon the adjustment, if any,
         on a basis consistent with such essential intent and principles,
         necessary to preserve, without dilution, the rights of the holders of
         the Warrants. Upon receipt of such opinion by the Board of Directors,
         the Company shall forthwith make the adjustments described therein;
         PROVIDED, HOWEVER, that no such adjustment pursuant to this Section 1G
         shall have the effect of decreasing the number of shares of Common
         Stock purchasable upon the exercise of each Warrant as otherwise
         determined pursuant to Section 1 hereof except in




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         the event of a combination of shares of the type contemplated in
         Section 1D and then in no event to a number of shares of Common Stock
         lesser than as adjusted pursuant to Section 1D.

                  1H. PROHIBITION OF CERTAIN ACTIONS. The Company will not (i)
         authorize or issue, or agree to authorize or issue, any shares of its
         capital stock of any class preferred as to dividends or as to the
         distribution of assets upon voluntary or involuntary liquidation,
         dissolution or winding-up of the Company unless the rights of the
         holders thereof shall be limited to a fixed sum or percentage of par
         value in respect of participation in dividends and in the distribution
         of such assets or (ii) take any action which would result in any
         adjustment to the number of shares of Common Stock purchasable upon
         exercise of any Warrant if the total number of shares of Common Stock
         issuable after such action upon exercise of all of the Warrants would
         exceed the total number of shares of Common Stock then authorized by
         the Company's Certificate of Incorporation.

                  1I. STOCK TO BE RESERVED. The Company will at all times
         reserve and keep available out of its authorized Common Stock, solely
         for the purpose of issue upon the exercise of Warrants as herein
         provided, such number of shares of Common Stock as shall then be
         issuable upon the exercise of all outstanding Warrants, and the Company
         will maintain at all times all other rights and privileges sufficient
         to enable it to fulfill all its obligations hereunder. The Company
         covenants that all shares of Common Stock which shall be so issuable
         shall, upon issuance, be duly authorized, validly issued, fully paid
         and nonassessable, free from preemptive or similar rights on the part
         of the holders of any shares of capital stock or securities of the
         Company, and free from all Liens and charges with respect to the issue
         thereof; and without limiting the generality of the foregoing, the
         Company covenants that it will from time to time take all such action
         as may be required to assure that the par value, if any, per share of
         the Common Stock is at all times equal to or less than the then
         effective Exercise Price. The Company will take all such action as may
         be necessary to assure that such shares of Common Stock may be so
         issued without violation by the Company of any applicable law or
         regulation, or of any requirements of any domestic securities exchange
         upon which the Common Stock may be listed. Without limiting the
         foregoing, the Company will take all such action as may be necessary to
         assure that, upon exercise of any of the Warrants, an amount equal to
         the lesser of (a) the par value of each share of Common Stock
         outstanding immediately prior to such conversion, or (b) the Exercise
         Price, shall be credited to the Company's stated capital account for
         each share of Common Stock issued upon such exercise, and that the
         balance of the principal amount of each Warrant exercised shall be
         credited to the Company's capital surplus account.

                  1J. REGISTRATION AND LISTING OF COMMON STOCK. If any shares of
         Common Stock required to be reserved for purposes of exercise of
         Warrants hereunder require registration with or approval of any
         governmental authority under any Federal or state law (other than the
         Securities Act of 1933, as amended) before such shares may be issued
         upon exercise, the Company will, at its expense and as expeditiously as
         possible, use its best efforts to cause such shares to be duly
         registered or approved, as the case may be. Shares of Common Stock
         issuable upon exercise of the Warrants shall be registered



                                     - 10 -
<PAGE>   11

         by the Company under the Securities Act of 1933, as amended or similar
         statute then in effect if required by the Stockholders Agreement or the
         Registration Rights Agreement and subject to the conditions stated
         therein. If and so long as the Common Stock is listed on any national
         securities exchange, the Company will, at its expense, obtain promptly
         and maintain the approval for listing on each such exchange upon
         official notice of issuance, of shares of Common Stock issuable upon
         exercise of the then outstanding Warrants and maintain the listing of
         such shares after their issuance; and the Company will also list on
         such national securities exchange, will register under the Securities
         Exchange Act of 1934, as amended and will maintain such listing of, any
         other securities that at any time are issuable upon exercise of the
         Warrants, if and at the time that any securities of the same class
         shall be listed on such national securities exchange by the Company or
         shall require registration under the Exchange Act of 1934, as amended.

                  1K. ISSUE TAX. The issuance of certificates for shares of
         Common Stock upon exercise of Warrants shall be made without charge to
         the holders of the Warrants exercised for any issuance tax in respect
         thereof.

                  1L. CLOSING OF BOOKS. The Company will at no time close its
         transfer books against the transfer of any Warrant or of any shares of
         Common Stock issued or issuable upon the exercise of any Warrant in any
         manner which interferes with the timely exercise of such Warrant.

                  1M. NO RIGHTS OR LIABILITIES AS SHAREHOLDERS. No Warrant shall
         entitle any holder thereof to any of the rights of a shareholder of the
         Company. No provision of this Warrant, in the absence of the actual
         exercise of such Warrant or any part thereof by the holder thereof into
         Common Stock issuable upon such exercise, shall give rise to any
         liability on the part of such holder as a shareholder of the Company,
         whether such liability shall be asserted by the Company or by creditors
         of the Company.

                  1N. FRACTIONAL SHARES. The Company shall not be required to
         issue a fractional share of Common Stock upon exercise of this Warrant.
         As to any fraction of a share which Holder would otherwise be entitled
         to purchase upon such exercise, the Company shall pay a cash adjustment
         in respect of such fraction in an amount equal to the same fraction of
         the Market Price per share of Common Stock on the date of exercise.

                  1O. NOTICE OF CORPORATE ACTION. If at any time

                  (a) the Company shall take a record of the holders of its
         Common Stock for the purpose of entitling them to receive a dividend or
         other distribution, or any right to subscribe for or purchase any
         evidences of its indebtedness, any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
         any reclassification or recapitalization of the capital stock of the
         Company or any consolidation or merger of the Company with, or any
         sale, transfer or other disposition of all or substantially all the
         property, assets or business of the Company to, another corporation, or




                                     - 11 -
<PAGE>   12

                  (c) there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 20 days' prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation and winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company.

SECTION 2. METHOD OF EXERCISE OF WARRANTS

                  The Warrants may be exercised by the surrender of this
Certificate, with the Form of Subscription attached hereto duly executed by the
holder, to the Company at its principal office, accompanied by payment of the
Exercise Price for the number of shares of Common Stock specified or by the
surrender of Warrants having an aggregate Spread equal to the Exercise Price for
the number of shares of Common Stock specified. The Warrants may be exercised
for less than the full number of shares of Common Stock called for hereby by
surrender of this Certificate in the manner and at the place provided above,
accompanied by payment for the number of shares of Common Stock being purchased.
If the Warrants should be exercised in part only, the Company shall, upon
surrender of this Warrant Certificate for cancellation, execute and deliver a
new Warrant Certificate evidencing the right of the holder to purchase the
balance of the shares purchasable hereunder. Upon receipt by the Company of this
Warrant Certificate at the office of the Company, in proper form for exercise,
accompanied by the full Exercise Price in cash or certified or bank cashier's
check or by the surrender of Warrants having an aggregate Spread equal to the
Exercise Price for the number of shares of Common Stock specified, the holder
shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such Common
Stock shall not then be actually delivered to the holder.

                  As soon as practicable after the exercise of these Warrants in
whole or in part and, in any event, within ten days thereafter, the Company at
its expense will cause



                                     - 12 -
<PAGE>   13

to be issued in the name of and delivered to the holder a certificate or
certificates for the number of fully paid and nonassessable shares of Common
Stock (and any new Warrants) to which the holder shall be entitled upon such
exercise. Each certificate for shares of Common Stock so delivered shall be in
such denominations as may be requested by the holder and shall be registered in
the name of the holder or such other name as the holder may designate.

SECTION 3. ADJUSTMENT OF WARRANT SHARES REGARDING CAPITAL INVESTMENT

                  If, prior to the Commencement Date, the Company has
consummated a capital investment transaction or transactions, either by way of
debt or equity (the "CAPITAL INVESTMENT"), pursuant to which the Company has
received Capital Investments in an aggregate funded amount of $4,000,000 (the
"FUNDING THRESHOLD") the Company shall be entitled upon notice to Holder to
cancel this Warrant and issue a single replacement warrant in exchange for this
Warrant and for that certain Warrant Certificate Representing Warrants to
Purchase Common Stock of Viasource Communications, Inc., dated as of July 6,
2001 between the Company and Holder, which shall also be cancelled, which
replacement warrant may be exercised for a number of shares of Common Stock
equal to four percent (4%) of the number of shares of the Company's Common Stock
issued and outstanding as of such date.

                  If such Funding Threshold has not been achieved by the
Commencement Date, the Company shall be entitled to reduce the number of Warrant
Shares purchaseable hereunder in the manner and to the extent set forth in
SECTION 2.11(B) of that certain Second Amended and Restated Credit Agreement
dated as of August 3, 2001 by and among the Company, the subsidiaries signatory
thereto, the lenders signatory thereto and General Electric Capital Corporation,
in its capacity as agent thereunder.

                  Upon any reduction pursuant to this section, Holder shall
surrender to the Company this Warrant Certificate in exchange for a warrant
certificate relating to such reduced number of shares of Common Stock, which
replacement warrant shall be exercisable by Holder at any time after the
Commencement Date.

SECTION 4. MUTILATED OR MISSING WARRANT CERTIFICATES

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

SECTION 5. MISCELLANEOUS

                  5A. REMEDIES. Each holder of Warrants and Warrant Shares, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by



                                     - 13 -
<PAGE>   14

reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

                  5B. SUCCESSORS AND ASSIGNS. This Warrant and the rights
evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and assigns of Holder. The
provisions of this Warrant are intended to be for the benefit of all holders
from time to time of this Warrant and shall be enforceable by any such holder or
holder of Warrant Shares.

                  5C. AMENDMENT. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

                  5D. SEVERABILITY. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Warrant.

                  5E. HEADINGS. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                  5F. GOVERNING LAW. This Warrant shall be governed by the laws
of the State of New York, without regard to the provisions thereof to conflict
of laws.





                                     - 14 -
<PAGE>   15

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, as of the day and year first above written.

                                       VIASOURCE COMMUNICATIONS, INC.


                                       By: /s/ Craig A. Russey
                                           -------------------------------------
                                           Name:  Craig A. Russey
                                           Title: President and CEO



                                     - 15 -
<PAGE>   16
                              FORM OF SUBSCRIPTION

                                                     DATE:_________________ 19__

             [To be executed only upon the exercise of the Warrant]

TO:      VIASOURCE COMMUNICATIONS, INC.

                  The Undersigned, the holder of the within Warrants, hereby
irrevocably elects to exercise all or part of the purchase right represented by
such Warrants for, and to purchase thereunder, __________ shares of Common Stock
of Viasource Communications, Inc. (the "Company") and herewith makes payment of
$__________ to the Company, evidenced by delivery of __________, or by the
surrender of Warrants having an aggregate Spread (as defined in the Warrant)
equal to the Exercise Price of the Warrants being exercised, and requests that
the certificate of such shares be issued in the name of, and be delivered to
__________, whose address is _______________________________.



                                            ------------------------------------
                                            (Name of Holder)



                                            ------------------------------------
                                            (Authorized Signatory)



                                            ------------------------------------
                                            (Address)




<PAGE>   17


                                 ASSIGNMENT FORM

                  FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:

Name and Address of Assignee                No. of Shares of Common Stock
----------------------------                -----------------------------



and does hereby irrevocably constitute and appoint _________________
attorney-in-fact to register such transfer on the books of Viasource
Communications, Inc. maintained for the purpose, with full power of substitution
in the premises.

Dated:                                 Print Name:
       -------------------------                   -----------------------------

                                       Signature:
                                                  ------------------------------

                                       Witness:
                                                --------------------------------

NOTICE:           The signature on this assignment must correspond with the name
                  as written upon the face of the within Warrant in every
                  particular, without alteration or enlargement or any change
                  whatsoever.




                                     - 2 -