<PAGE>

                                                                    Exhibit 10.5

                                     WARRANT

                       To Purchase Class A Common Stock of

                                   CYNET, INC.

                                 Warrant No. 416
                No. of Shares of Class A Common Stock: 4,779,693

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                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
1.         DEFINITIONS........................................................1

2.         EXERCISE OF WARRANT................................................5

           2.1.  Manner of Exercise...........................................5

           2.2.  Payment of Taxes.............................................6

           2.3.  Fractional Shares............................................7

           2.4.  Continued Validity...........................................7

3.         TRANSFER, DIVISION AND COMBINATION.................................7

           3.1.  Transfer.....................................................7

           3.2.  Division and Combination.....................................8

           3.3.  Expenses.....................................................8

           3.4.  Maintenance of Books.........................................8

4.         ADJUSTMENTS........................................................8

           4.1.  Stock Dividends, Subdivisions and Combinations...............8

           4.2.  Certain Other Distributions..................................9

           4.3.  Other Provisions Applicable to Adjustments under
                 This Section................................................10

           4.4.  Reorganization, Reclassification, Merger, Consolidation
                 or Disposition of Assets....................................11

           4.5.  Other Action Affecting Common Stock.........................12

           4.6.  Certain Limitations.........................................12

5.         NOTICES TO WARRANT HOLDERS........................................12

           5.1.  Notice of Adjustments.......................................12


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                                TABLE OF CONTENTS
                                  (continued)

                                                                           Page
                                                                           ----
           5.2.  Notice of Corporate Action..................................12

6.         NO IMPAIRMENT.....................................................13

7.         RESERVATION AND AUTHORIZATION OF COMMON STOCK;
           REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL
           AUTHORITY.........................................................14

8.         TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS................15

9.         RESTRICTIONS ON TRANSFERABILITY...................................15

           9.1.  Restrictive Legend..........................................15

           9.2.  Notice of Proposed Transfers; Requests for Registration.....16

           9.3.  Required Registration.......................................16

           9.4.  Incidental Registration.....................................17

           9.5.  Registration Procedures.....................................18

           9.6.  Expenses....................................................20

           9.7.  Indemnification and Contribution............................20

           9.8.  Termination of Restrictions.................................21

           9.9.  Listing on Securities Exchange..............................22

           9.10.  Certain Limitations on Registration Rights.................22

           9.11.  Selection of Managing Underwriters.........................23

10.        SUPPLYING INFORMATION.............................................23

11.        LOSS OR MUTILATION................................................23


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<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

                                                                           Page
                                                                           ----
12.        OFFICE OF COMPANY.................................................23

13.        FINANCIAL AND BUSINESS INFORMATION................................24

14.        APPRAISAL.........................................................24

15.        LIMITATION OF LIABILITY...........................................24

16.        MISCELLANEOUS.....................................................24

           16.1.  Nonwaiver and Expenses.....................................24

           16.2.  Notice Generally...........................................25

           16.3.  Indemnification............................................25

           16.4.  Remedies...................................................26

           16.5.  Successors and Assigns.....................................26

           16.6.  Amendment..................................................26

           16.7.  Severability...............................................26

           16.8.  Headings...................................................26

           16.9.  Governing Law..............................................27

           SIGNATURE 1


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                                                                            Page
                                                                            ----
EXHIBITS

Exhibit A - Subscription Form
Exhibit B - Assignment Form


                                       iv
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THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF
THIS WARRANT.

No. of Shares of Class A Common Stock:  4,779,693              Warrant No. 416


                                     WARRANT

                       To Purchase Class A Common Stock of

                                   CYNET, INC.

            THIS IS TO CERTIFY THAT [McIntosh Entities ...], or registered
assigns, is entitled, at any time prior to the Expiration Date (as hereinafter
defined), to purchase from CYNET, INC., a Texas corporation ("Company"),
4,779,693 shares of Class A Common Stock (as subject to adjustment as provided
herein) of the Company, in whole or in part, including fractional parts, each at
the Current Warrant Price (as defined herein), all on the terms and conditions
and pursuant to the provisions hereinafter set forth.

1. DEFINITIONS

            As used in this Warrant, the following terms have the respective
meanings set forth below:

            "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company after the Closing Date, other than Warrant Stock.

            "Appraised Value" shall mean, in respect of any share of Common
Stock on any date herein specified, the fair saleable value of such share of
Common Stock (determined without giving effect to the discount for (i) a
minority interest or (ii) any lack of liquidity of the Common Stock or to the
fact that the Company may have no class of equity registered under the Exchange
Act) as of the last day of the most recent fiscal month to end within 60 days
prior to such date specified, based on the value of the Company, as determined
by an investment banking firm selected in accordance with the terms of Section
14, divided by the number of Fully Diluted Outstanding shares of Common Stock.

            "Book Value" shall mean, in respect of any share of Common Stock on
any date herein specified, the consolidated book value of the Company as of the
last day


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of any month immediately preceding such date, divided by the number of Fully
Diluted Outstanding shares of Common Stock as determined in accordance with GAAP
by a firm of independent certified public accountants of recognized national
standing selected by the Company and reasonably acceptable to the Majority
Holders.

            "Business Day" shall mean any day that is not a Saturday or Sunday
or a day on which banks are required or permitted to be closed in the State of
Texas.

            "Class A Common Stock" shall mean the Class A Common Stock, no par
value, of the Company and any capital stock into which such Class A Common Stock
may thereafter be changed.

            "Closing Date" shall have the meaning set forth in the Loan
Agreement.

            "Commission" shall mean the Securities and Exchange Commission or
any other federal agency then administering the Securities Act and other federal
securities laws.

            "Common Stock" shall mean (except where the context otherwise
indicates) the Class A Common Stock, no par value, and Class B Common Stock, no
par value, of the Company as constituted on the Closing Date, and any capital
stock into which such Common Stock may thereafter be changed, and shall also
include (i) capital stock of the Company of any other class (regardless of how
denominated) issued to the holders of shares of Common Stock upon any
reclassification thereof which is also not preferred as to dividends or assets
over any other class of stock of the Company and which is not subject to
redemption and (ii) shares of common stock of any successor or acquiring
corporation (as defined in Section 4.4) received by or distributed to the
holders of Common Stock of the Company in the circumstances contemplated by
Section 4.4. For purposes of Sections 4 and 5.2, any action taken by the Company
with respect to the Class B Common Stock but not including a corresponding
action with respect to its Class A Common Stock shall nevertheless be deemed to
be an action involving the Company's Common Stock, and therefore shall give rise
to adjustment under the terms of Sections 4 and 5.2, as applicable, with respect
to the shares of Class A Common Stock for which this Warrant is exercisable and
the Current Warrant Price.

            "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable,
with or without payment of additional consideration in cash or property, for
Additional Shares of Common Stock, either immediately or upon the occurrence of
a specified date or a specified event.


                                       2
<PAGE>

            "Current Market Price" shall mean, in respect of any share of Common
Stock on any date herein specified, the higher of (a) the Book Value per share
of Common Stock at such date, and (b) the Appraised Value per share of Common
Stock as at such date, or if there shall then be a public market for such Common
Stock, the higher of (x) the Book Value per share of such Common Stock at such
date, and (y) the average of the daily market prices of such Common Stock for 10
consecutive Business Days ending as of the Business Day immediately prior to
such date. The daily market price for each such Business Day shall be (i) the
last sale price on such day on the principal stock exchange on which such Common
Stock is then listed or admitted to trading, (ii) if no sale takes place on such
day on any such exchange, the average of the last reported closing bid and asked
prices on such day as officially quoted on any such exchange, (iii) if such
Common Stock is not then listed or admitted to trading on any stock exchange,
the average of the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the National Association of Securities
Dealers Automatic Quotation System or the National Quotation Bureau, Inc., (iv)
if neither such corporation at the time is engaged in the business of reporting
such prices, as furnished by any similar firm then engaged in such business, or
(v) if there is no such firm, as furnished by any member of the NASD selected
mutually by the Majority Holders and the Company or, if they cannot agree upon
such selection, as selected by two such members of the NASD, one of which shall
be selected by the Majority Holders and one of which shall be selected by the
Company.

            "Current Warrant Price" shall mean $.16, or; if the Current Warrant
Price has been or is required to be adjusted under the terms this Warrant, the
price at which a share of Class A Common Stock may be purchased on such date
after such adjustment pursuant to this Warrant.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

            "Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

            "Expiration Date" shall mean March 31 , 2004.

            "Fully Diluted Outstanding" shall mean, when used with reference to
Common Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock Outstanding at such date and all shares
of Common Stock issuable in respect of this Warrant, outstanding on such date,
and other options or warrants to purchase, or securities convertible into,
shares of Common Stock outstanding


                                       3
<PAGE>

on such date which would be deemed outstanding in accordance with GAAP for
purposes of determining book value or net income per share.

            "Fundamental Corporate Change" shall have the meaning set forth in
Section 4.8.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America as from time to time in effect.

            "Holder" shall mean the Person in whose name the Warrant set forth
herein is registered on the books of the Company maintained for such purpose.

            "Loan Agreement" shall mean the Loan Agreement dated as of December
28, 2000 by and between Company and , or any successor agreement between such
parties.

            "Majority Holders" shall mean the holders of Warrants exercisable
for in excess of 50% of the aggregate number of shares of Class A Common Stock
then purchasable upon exercise of all Warrants, whether or not then exercisable.

            "NASD" shall mean the National Association of Securities Dealers,
Inc., or any successor corporation thereto.

            "Notes" shall mean those Promissory Notes issued by the Company
evidencing the obligation to repay the loan made by pursuant to the Loan
Agreement, including any additional or replacement Promissory Note(s) issued by
the Company with respect to amounts of principal and interest arising under the
Loan Agreement.

            "Other Property" shall have the meaning set forth in Section 4.4.

            "Outstanding" shall mean, when used with reference to Common Stock
or any class thereof, at any date as of which the number of shares thereof is to
be determined, all issued shares of Common Stock, except shares then owned or
held by or for the account of the Company or any subsidiary thereof, and shall
include all shares issuable in respect of outstanding scrip or any certificates
representing fractional interests in shares of Common Stock.

            "Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).


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            "Restricted Common Stock" shall mean shares of Common Stock which
are, or which upon their issuance on the exercise of this Warrant would be,
evidenced by a certificate bearing the restrictive legend set forth in Section
9.1(a).

            "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

            "Transfer" shall mean any disposition of any Warrant or Warrant
Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act.

            "Transfer Notice" shall have the meaning set forth in Section 9.2.

            "Warrants" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof. All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Class A Common Stock for which they may be
exercised.

            "Warrant Price" shall mean an amount equal to (i) the number of
shares of Class A Common Stock being purchased upon exercise of this Warrant
pursuant to Section 2.1, multiplied by (ii) the Current Warrant Price as of the
date of such exercise.

            "Warrant Stock" shall mean the shares of Class A Common Stock
purchased by the holders of the Warrants upon the exercise thereof.

2. EXERCISE OF WARRANT

            2.1. Manner of Exercise. From and after the Closing Date and until
5:00 P.M., Houston, Texas time, on the Expiration Date, Holder may exercise this
Warrant, on any Business Day, for all or any part of the number of shares of
Class A Common Stock purchasable hereunder.

            In order to exercise this Warrant, in whole or in part, Holder shall
deliver to Company at its principal office at 12777 Jones Road, Suite 400,
Houston, Texas 77070 or at the office or agency designated by Company pursuant
to Section 12, (i) a written notice of Holder's election to exercise this
Warrant, which notice shall specify the number of shares of Class A Common Stock
to be purchased, (ii) payment of the Warrant Price and (iii) this Warrant. Such
notice shall be substantially in the form of the subscription form appearing at
the end of this Warrant as Exhibit A, duly executed by Holder or its agent or
attorney. Upon receipt thereof, Company shall, as promptly as practicable, and
in any event within five (5) Business Days thereafter, execute or cause to


                                       5
<PAGE>

be executed and deliver or cause to be delivered to Holder a certificate or
certificates representing the aggregate number of full shares of Class A Common
Stock issuable upon such exercise, together with cash in lieu of any fraction of
a share, as hereinafter provided. The stock certificate or certificates so
delivered shall be, to the extent possible, in such denomination or
denominations as such Holder shall request in the notice and shall be registered
in the name of Holder or, subject to Section 9, such other name as shall be
designated in the notice. This Warrant shall be deemed to have been exercised
and such certificate or certificates shall be deemed to have been issued, and
Holder or any other Person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date
the notice, together with the cash or check or checks and this Warrant, is
received by the Company as described above and all taxes required to be paid by
Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares
have been paid. If this Warrant shall have been exercised in part, the Company
shall, at the time of delivery of the certificate or certificates representing
Warrant Stock, deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased shares of Class A Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant, or, at the request of Holder, appropriate notation may be made on this
Warrant and the same returned to Holder. Notwithstanding any provision herein to
the contrary, the Company shall not be required to register shares in the name
of any Person who acquired this Warrant (or part hereof) or any Warrant Stock
otherwise than in accordance with this Warrant.

            Payment of the Warrant Price shall be made at the option of the
Holder by certified or official bank check, by the surrender of any of or all of
the Notes duly endorsed by or accompanied by appropriate instruments of transfer
duly executed by the Holder or by the Holder's attorney duly authorized in
writing, as follows:

            (i) surrender of the Warrants at the principal office of the Company
together with notice of election, in which event the Company shall issue Holder
a number of shares of Common Stock computed using the following formula:

                       X = Y (A-B)/A

      where:           X = the number of shares of Common Stock to be issued to
                  Holder (not to exceed the number of shares set forth on the
                  cover page of this Warrant Agreement, as adjusted pursuant to
                  the provisions of Section 5 of this Warrant Agreement).

                  Y = the number of shares of Common Stock for which the
                  Warrant


                                       6
<PAGE>

                  is being exercised.

            For the purposes of making payment of the Warrant Price, such
surrendered Note shall have a value equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon to the date of surrender in
respect of payment of the Warrant Price.

            If a Holder surrenders a Note and such Note has an aggregate value
which exceeds the aggregate Warrant Price, such surrendered value equal to the
integral multiple of $500 that is next higher than such aggregate Warrant Price
shall be applied to the payment of the Warrant Price and the Company shall pay
the Holder an amount in cash equal to the excess (if any) of such integral
multiple over the Warrant Price. A new Note shall be issued in the principal
amount equal to that portion of such surrendered principal amount not applied to
the Warrant Price not paid in cash to the Holder.

            2.2. Payment of Taxes. All shares of Class A Common Stock issuable
upon the exercise of this Warrant pursuant to the terms hereof shall be validly
issued, fully paid, nonassessable and without any preemptive rights. The Company
shall pay all expenses in connection with, and all taxes and other governmental
charges that may be imposed with respect to, the issue or delivery thereof,
unless such tax or charge is imposed by law upon Holder, in which case such
taxes or charges shall be paid by Holder. The Company shall not be required,
however, to pay any tax or other charge imposed in connection with any transfer
involved in the issue of any certificate for shares of Class A Common Stock
issuable upon exercise of this Warrant in any name other than that of Holder,
and in such case the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the satisfaction of the Company that no such tax or other charge
is due.

            2.3. Fractional Shares. The Company shall not be required to issue a
fractional share of Class A Common Stock upon exercise of any Warrant. As to any
fraction of a share which the Holder of one or more Warrants, the rights under
which are exercised in the same transaction, would otherwise be entitled to
purchase upon such exercise, the Company shall pay a cash adjustment in respect
of such final fraction in an amount equal to the same fraction of the Current
Market Price per share of Class A Common Stock on the date of exercise.


                                       7
<PAGE>

            2.4. Continued Validity. A holder of shares of Class A Common Stock
issued upon the exercise of this Warrant, in whole or in part (other than a
holder who acquires such shares after the same have been publicly sold pursuant
to a Registration Statement under the Securities Act or sold pursuant to Rule
144 thereunder), shall continue to be entitled with respect to such shares to
all rights to which it would have been entitled as Holder under Sections 9, 10
and 17 of this Warrant. The Company will, at the time of each exercise of this
Warrant, in whole or in part, upon the request of the holder of the shares of
Class A Common Stock issued upon such exercise hereof, acknowledge in writing,
in form reasonably satisfactory to such holder, its continuing obligation to
afford to such holder all such rights; provided, however, that if such holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such holder all such rights.

3. TRANSFER, DIVISION AND COMBINATION

            3.1. Transfer. Subject to compliance with Sections 9, transfer of
this Warrant and all rights hereunder, in whole or in part, shall be registered
on the books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company referred to in Section 2.1
or the office or agency designated by the Company pursuant to Section 12,
together with a written assignment of this Warrant substantially in the form of
Exhibit B hereto duly executed by Holder or its agent or attorney and, funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall, subject
to Section 9, execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned in compliance with Section 9, may be exercised by
a new Holder for the purchase of shares of Class A Common Stock without having a
new Warrant issued.

            3.2. Division and Combination. Subject to Section 9, this Warrant
may be divided or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by
Holder or its agent or attorney. Subject to compliance with Section 3.1 and with
Section 9, as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

            3.3. Expenses. The Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.


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<PAGE>

            3.4. Maintenance of Books. The Company agrees to maintain, at its
aforesaid office or agency, books for the registration and the registration of
transfer of the Warrants.

4. ADJUSTMENTS

            The number of shares of Class A Common Stock for which this Warrant
is exercisable, or the price at which such shares may be purchased upon exercise
of this Warrant, shall be subject to adjustment from time to time as set forth
in this Section 4. The Company shall give each Holder notice of any event
described below which requires an adjustment pursuant to this Section 4 at the
time of such event.

            4.1. Stock Dividends, Subdivisions and Combinations. If at any time
Company shall:

            (a) take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend payable in, or other distribution
      of, Additional Shares of Common Stock,

            (b) subdivide its outstanding shares of Common Stock into a larger
      number of shares of Common Stock, or

            (c) combine its outstanding shares of Common Stock into a smaller
      number of shares of Common Stock,

then (i) the number of shares of Class A Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (ii) the Current Warrant Price
shall be adjusted to equal (A) the Current Warrant Price multiplied by the
number of shares of Class A Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares for
which this Warrant is exercisable immediately after such adjustment.

            4.2. Certain Other Distributions. If, at any time, the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive any dividend or other distribution of:

            (a) cash,


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<PAGE>

            (b) any evidences of its indebtedness, any shares of its stock or
      any other securities or property of any nature whatsoever (other than
      cash, Convertible Securities or Additional Shares of Common Stock), or

            (c) any warrants or other rights to subscribe for or purchase any
      evidences of its indebtedness, any shares of its stock or any other
      securities or property of any nature whatsoever (other than cash,
      Convertible Securities or Additional Shares of Common Stock),

then Holder shall be entitled to receive such dividend or distribution as if
Holder had exercised the Warrant. A reclassification of the Class A Common Stock
(other than a change in par value, or from par value to no par value or from no
par value to par value) into shares of Common Stock and shares of any other
class of stock shall be deemed a distribution by Company to the holders of its
Common Stock of such shares of such other class of stock within the meaning of
this Section 4.2 and, if the outstanding shares of Class A Common Stock shall be
changed into a larger or smaller number of shares of Common Stock as a part of
such reclassification, such change shall be deemed a subdivision or combination,
as the case may be, of the outstanding shares of Common Stock within the meaning
of Section 4.1.

            4.3 Notwithstanding the foregoing provisions of this Section 4.2, in
the event that the Company shall, at any time or from time to time after the
Closing Date, declare, order, pay or make a dividend or other distribution
(including, without limitation, any distribution of stock or other securities or
property or rights or warrants to subscribe for securities of the Company or any
of its subsidiaries by way of divided or spin-off) on shares of its Common Stock
in connection with a spin-off of assets or businesses of the Company or any of
its subsidiaries to the Company's shareholders, then, and in each such case, the
Company shall declare, order, pay and make the same dividend or distribution to
each Holder of the Warrants as would have been made with respect to the number
of shares of Common Stock such Holder would have received had it exercised all
of its Warrants in full for all the shares of Common Stock then underlying such
Warrants, immediately prior to such dividend or distribution.

            4.4 Other Provisions Applicable to Adjustments under This Section.
The following provisions shall be applicable to the making of adjustments of the
number of shares of Class A Common Stock for which this Warrant is exercisable
and the Current Warrant Price provided for in this Section 4:

            (a) When Adjustments to Be Made. The adjustments required by this
      Section 4 shall be made whenever and as often as any specified event
      requiring an adjustment shall occur. For the purpose of any adjustment,
      any specified event


                                       10
<PAGE>

      shall be deemed to have occurred at the close of business on the date of
      its occurrence.

            (b) Fractional Interests. In computing adjustments under this
      Section 4, fractional interests in Common Stock shall be taken into
      account to the nearest 1/10th of a share.

            (c) When Adjustment Not Required. If the Company shall take a record
      of the holders of its Common Stock for the purpose of entitling them to
      receive a dividend or distribution or subscription or purchase rights and
      shall, thereafter and before the distribution to stockholders thereof,
      legally abandon its plan to pay or deliver such dividend, distribution,
      subscription or purchase rights, then thereafter no adjustment shall be
      required by reason of the taking of such record and any such adjustment
      previously made in respect thereof shall be rescinded and annulled.

            (d) Escrow of Warrant Stock. If after any property becomes
      distributable pursuant to this Section 4 by reason of the taking of any
      record of the holders of Common Stock, but prior to the occurrence of the
      event for which such record is taken, and Holder exercises this Warrant,
      any Additional Shares of Common Stock issuable upon exercise by reason of
      such adjustment shall be deemed the last shares of Class A Common Stock
      for which this Warrant is exercised (notwithstanding any other provision
      to the contrary herein) and such shares or other property shall be held in
      escrow for Holder by the Company to be issued to Holder upon and to the
      extent that the event actually takes place, upon payment of the then
      Current Warrant Price. Notwithstanding any other provision to the contrary
      herein, if the event for which such record was taken fails to occur or is
      rescinded, then such escrowed shares shall be cancelled by the Company and
      escrowed property returned.

            (e) Challenge to Good Faith Determination. Whenever the Board of
      Directors of Company shall be required to make a determination in good
      faith of the fair value of any item under this Section 4, such
      determination may be challenged in good faith by the Majority Holders, and
      any dispute shall be resolved by an investment banking firm of recognized
      national standing selected by Company and acceptable to the Majority
      Holders.

            4.4. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another Person
(where the Company is not survivor or where there is a change in or distribution
with respect to the Common


                                       11
<PAGE>

Stock of the Company), or sell, convey, transfer or otherwise dispose of all or
substantially all its property, assets or business to another Person or
effectuate a transaction or series of related transactions in which more than
50% of the voting power of the Company is disposed of (each, a "Fundamental
Corporate Change") and, pursuant to the terms of such Fundamental Corporate
Change, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then each Holder shall have the right thereafter to receive,
upon exercise of the Warrant, the number of shares of common stock of the
successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
Fundamental Corporate Change by a holder of the number of shares of Class A
Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Corporate Change. In case of any such Fundamental Corporate Change,
the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board of Directors of the Company) in order to provide for adjustments of shares
of the Class A Common Stock for which this Warrant is exercisable which shall be
as nearly equivalent as practicable to the adjustments provided for in this
Section 4. For purposes of this Section 4.4, "common stock of the successor or
acquiring corporation" shall include stock of such corporation of any class
which is not preferred as to dividends or assets over any other class of stock
of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock, either immediately or
upon the arrival of a specified date or the happening of a specified event and
any warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 4.4 shall similarly apply each successive
Fundamental Corporate Change.

            4.5. Other Action Affecting Common Stock. In case at any time or
from time to time the Company shall take any action in respect of its Common
Stock, including with respect to any class thereof which would have a materially
adverse effect upon the rights of any Holder, including, without limitation, the
honoring of a conversion of Convertible Securities or the issuance of Additional
Shares of Common stock, the number of shares of Common Stock or other stock for
which this Warrant is exercisable and/or the purchase price thereof shall be
adjusted in such manner as may be equitable in the circumstances.


                                       12
<PAGE>

            4.6. Certain Limitations. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction which, by reason
of any adjustment hereunder, would cause the Current Warrant Price to be less
than the par value per share of Common Stock.

5. NOTICES TO WARRANT HOLDERS

            5.1. Notice of Adjustments. Whenever the number of shares of Class A
Common Stock for which this Warrant is exercisable, or whenever the price at
which a share of such Common Stock may be purchased upon exercise of the
Warrants, shall be adjusted pursuant to Section 4, the Company shall forthwith
prepare a certificate to be executed by the chief financial officer of the
Company setting forth, in reasonable detail, the event requiring the adjustment
and the method by which such adjustment was calculated (including a description
of the basis on which the Board of Directors of Company determined the fair
value of any evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights referred to in
Section 4.2), specifying the number of shares of Class A Common Stock for which
this Warrant is exercisable and (if such adjustment was made pursuant to Section
4.4 or 4.5) describing the number and kind of any other shares of stock or Other
Property for which this Warrant is exercisable, and any change in the purchase
price or prices thereof, after giving effect to such adjustment or change. The
Company shall promptly cause a signed copy of such certificate to be delivered
to each Holder in accordance with Section 16.2. the Company shall keep at its
office or agency designated pursuant to Section 12 copies of all such
certificates and cause the same to be available for inspection at said office
during normal business hours by any Holder or any prospective purchaser of a
Warrant designated by a Holder thereof.

            5.2. 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,

            (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


                                       13
<PAGE>

            (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 30 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 30 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 or 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 and
delivered in accordance with Section 16.2.

6. NO IMPAIRMENT

            The Company shall not by any action, including, without limitation,
amending 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 actions as may be necessary or appropriate to protect the rights of Holder
against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any shares of Class A Common
Stock receivable upon the exercise of this Warrant above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (b)
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
Class A Common Stock upon the exercise of this Warrant, and (c) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.


                                       14
<PAGE>

            Upon the request of Holder, the Company will at any time during the
period this Warrant is outstanding acknowledge in writing, in form satisfactory
to Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.

7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL
   OF ANY GOVERNMENTAL AUTHORITY

            From and after the Closing Date, the Company shall at all times
reserve and keep available for issue upon the exercise of Warrants such number
of its authorized but unissued shares of Class A Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Class A Common Stock which shall be so issuable, when issued upon
exercise of any Warrant and payment therefor in accordance with the terms of
such Warrant, shall be duly and validly issued and fully paid and nonassessable,
and not subject to preemptive rights.

            Before taking any action which would cause an adjustment reducing
the Current Warrant Price below the then par value, if any, of the shares of
Class A Common Stock issuable upon exercise of the Warrants, the Company shall
take any corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted Current Warrant Price.

            Before taking any action which would result in an adjustment in the
number of shares of Class A Common Stock for which this Warrant is exercisable
or in the Current Warrant Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

            If any shares of Common Stock required to be reserved for issuance
upon exercise of Warrants require registration or qualification with any
governmental authority or other governmental approval or filing under any
federal or state law (otherwise than as provided in Section 9) before such
shares may be so issued, the Company will in good faith and as expeditiously as
possible and at its expense endeavor to cause such shares to be duly registered.

8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

            In the case of all dividends or other distributions by the Company
to the holders of its Common Stock with respect to which any provision of
Section 4 refers to the taking of a record of such holders, the Company will in
each such case take such a


                                       15
<PAGE>

record and will take such record as of the close of business on a Business Day.
The Company will not at any time, except upon dissolution, liquidation or
winding up of the Company, close its stock transfer books or Warrant transfer
books so as to result in preventing or delaying the exercise or transfer of any
Warrant.

9. RESTRICTIONS ON TRANSFERABILITY

            The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by
the provisions of this Section 9. Notwithstanding anything to the contrary
contained herein, nothing in this Section 9 shall prohibit or otherwise restrict
the Holder from transferring this Warrant or Warrant Stock, or any portion
thereof, to any affiliate (as defined in the Exchange Act) or subsidiary of the
Holder.

            9.1. Restrictive Legend. (a) Except as otherwise provided in this
Section 9, each certificate for Warrant Stock initially issued upon the exercise
of this Warrant, and each certificate for Warrant Stock issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with
a legend in substantially the following form:

                 "The shares represented by this certificate have not been
            registered under the Securities Act of 1933, as amended, and are
            subject to the conditions specified in a certain Warrant dated March
            31, 2001, originally issued by CYNET, INC. No transfer of the shares
            represented by this certificate shall be valid or effective until
            such conditions have been fulfilled. A copy of the form of said
            Warrant is on file with the Secretary of CYNET, INC. The holder of
            this certificate, by acceptance of this certificate, agrees to be
            bound by the provisions of such Warrant."

                 (b) Except as otherwise provided in this Section 9, each
            Warrant shall be stamped or otherwise imprinted with a legend in
            substantially the following form:

                 "This Warrant and the securities represented hereby have not
            been registered under the Securities Act of 1933, as amended, and
            may not be transferred in violation of such Act, the rules and
            regulations thereunder or the provisions of this Warrant."


                                       16
<PAGE>

            9.2. Notice of Proposed Transfers; Requests for Registration. Prior
to any Transfer or attempted Transfer of any Warrants or any shares of
Restricted Common Stock, the holder of such Warrants or Restricted Common Stock
shall give ten days' prior written notice (a "Transfer Notice") to the Company
of such Holder's intention to effect such Transfer, describing the manner and
circumstances of the proposed Transfer, and obtain from counsel to such holder
who shall be reasonably satisfactory to the Company, an opinion that the
proposed Transfer of such Warrants or such Restricted Common Stock may be
effected without registration under the Securities Act. After receipt of the
Transfer Notice and opinion, the Company shall, within five days thereof, notify
the holder of such Warrants or such Restricted Common Stock as to whether such
opinion is reasonably satisfactory and, if so, such holder shall thereupon be
entitled to Transfer such Warrants or such Restricted Common Stock, in
accordance with the terms of the Transfer Notice. Each certificate, if any,
evidencing such shares of Restricted Common Stock issued upon such Transfer
shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant
issued upon such Transfer shall bear the restrictive legend set forth in Section
9.1(b), unless in the opinion of such counsel such legend is not required in
order to ensure compliance with the Securities Act. The holder of the Warrants
or the Restricted Common Stock, as the case may be, giving the Transfer Notice
shall not be entitled to Transfer such Warrants or such Restricted Common Stock
until receipt of notice from the Company under this Section 9.2(a) that such
opinion is reasonably satisfactory.

            The holders of Warrants and Warrant Stock shall have the right to
request registration of such Warrant Stock pursuant to Sections 9.3 and 9.4.

            9.3. Required Registration. After receipt of a written request from
the holders of Warrants and/or Warrant Stock representing at least an aggregate
of 20% of the total of (i) all shares of Warrant Stock then subject to purchase
upon exercise of all Warrants and (ii) all shares of Warrant Stock then
outstanding, and which are Restricted Common Stock requesting that the Company
effect the registration of Warrant Stock issuable upon the exercise of such
holder's Warrants or of any of such holder's Warrant Stock under the Securities
Act and specifying the intended method or methods of disposition thereof, the
Company shall promptly notify all holders of Warrants and Warrant Stock in
writing of the receipt of such request and each such holder, in lieu of
exercising its rights under Section 9.4, may elect (by written notice sent to
the Company within ten Business Days from the date of such holder's receipt of
the aforementioned notice from the Company) to have its shares of Warrant Stock
included in such registration thereof pursuant to this Section 9.3. Thereupon,
the Company shall, as expeditiously as is possible, use its best efforts to
effect the registration under the Securities Act of all shares of Warrant Stock
that the Company has been so requested to


                                       17
<PAGE>

register by such holders for sale, all to the extent required to permit the
disposition (in accordance with the intended method or methods thereof, as
aforesaid) of the Warrant Stock so registered; provided, however, that the
Company shall not be required to effect more than three registrations of any
Warrant Stock pursuant to this Section 9.3, unless the Company shall be eligible
to file a registration statement on Form S-3 (or other comparable short form)
under the Securities Act, in which event there shall be no limit on the number
of such registrations pursuant to this Section 9.3.

            9.4. Incidental Registration. If the Company at any time proposes to
file on its behalf and/or on behalf of any of its security holders (the
"demanding security holders") a Registration Statement under the Securities Act
on any form (other than a Registration Statement on Form S-4 or S-8 or any
successor form for securities to be offered in a transaction of the type
referred to in Rule 145 under the Securities Act or to employees of the Company
pursuant to any employee benefit plan, respectively) for the general
registration of securities to be sold for cash with respect to its Common Stock
or any other class of equity security (as defined in Section 3(a)(11) of the
Exchange Act) of the Company, it will give written notice to all holders of
Warrants or Warrant Stock at least 60 days before the initial filing with the
Commission of such Registration Statement, which notice shall set forth the
intended method of disposition of the securities proposed to be registered by
the Company. The notice shall offer to include in such filing the aggregate
number of shares of Warrant Stock, and the number of shares of Class A Common
Stock for which this Warrant is exercisable, as such holders may request.

            Each holder of any such Warrants or any such Warrant Stock desiring
to have Warrant Stock registered under this Section 9.4 shall advise the Company
in writing within 30 days after the date of receipt of such offer from the
Company, setting forth the amount of such Warrant Stock for which registration
is requested. The Company shall thereupon include in such filing the number of
shares of Warrant Stock for which registration is so requested, subject to the
next sentence, and shall use its best efforts to effect registration under the
Securities Act of such shares. If the managing underwriter of a proposed public
offering shall advise the Company in writing that, in its opinion, the
distribution of the Warrant Stock requested to be included in the registration
concurrently with the securities being registered by the Company or such
demanding security holder would materially and adversely affect the distribution
of such securities by the Company or such demanding security holder, then all
selling security holders (other than any demanding security holder who initially
requested such registration) shall reduce the amount of securities each intended
to distribute through such offering on a pro rata basis. Except as otherwise
provided in Section 9.6, all expenses of such registration shall be borne by the
Company.


                                       18
<PAGE>

            9.5. Registration Procedures. If the Company is required by the
provisions of this Section 9 to use its best efforts to effect the registration
of any of its securities under the Securities Act, the Company will, as
expeditiously as possible:

            (a) prepare and file with the Commission a Registration Statement
      with respect to such securities and use its best efforts to cause such
      Registration Statement to become and remain effective for a period of time
      required for the disposition of such securities by the holders thereof,
      but not to exceed 180 days;

            (b) prepare and file with the Commission such amendments and
      supplements to such Registration Statement and the prospectus used in
      connection therewith as may be necessary to keep such Registration
      Statement effective and to comply with the provisions of the Securities
      Act with respect to the sale or other disposition of all securities
      covered by such Registration Statement until the earlier of such time as
      all of such securities have been disposed of in a public offering or the
      expiration of 180 days;

            (c) furnish to such selling security holders such number of copies
      of a summary prospectus or other prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such other documents, as such selling security holders may reasonably
      request;

            (d) use its best efforts to register or qualify the securities
      covered by such Registration Statement under such other securities or blue
      sky laws of such jurisdictions within the United States and Puerto Rico as
      each holder of such securities shall request (provided, however, that the
      Company shall not be obligated to qualify as a foreign corporation to do
      business under the laws of any jurisdiction in which it is not then
      qualified or to file any general consent to service or process), and do
      such other reasonable acts and things as may be required of it to enable
      such holder to consummate the disposition in such jurisdiction of the
      securities covered by such Registration Statement;

            (e) furnish, at the request of any holder requesting registration of
      Warrant Stock pursuant to Section 9.3, on the date that such shares of
      Warrant Stock are delivered to the underwriters for sale pursuant to such
      registration or, if such Warrant Stock is not being sold through
      underwriters, on the date that the Registration Statement with respect to
      such shares of Warrant Stock becomes effective, (1) an opinion, dated such
      date, of the independent counsel representing the Company for the purposes
      of such registration, addressed to the underwriters, if any, and if such
      Warrant Stock is not being sold through underwriters, then to the holders
      making such request, in customary form and covering matters of the


                                       19
<PAGE>

      type customarily covered in such legal opinions; and (2) a comfort letter
      dated such date, from the independent certified public accountants of the
      Company, addressed to the underwriters, if any, and if such Warrant Stock
      is not being sold through underwriters, then to the holder making such
      request and, if such accountants refuse to deliver such letter to such
      holder, then to the Company in a customary form and covering matters of
      the type customarily covered by such comfort letters as the underwriters
      or such holders shall reasonably request. Such opinion of counsel shall
      additionally cover such other legal matters with respect to the
      registration in respect of which such opinion is being given as such
      holders holding a majority of the Warrant Stock being so registered may
      reasonably request. Such letter from the independent certified public
      accountants shall additionally cover such other financial matters
      (including information as to the period ending not more than five Business
      Days prior to the date of such letter) with respect to the registration in
      respect of which such letter is being given as the holders holding a
      majority of the Warrant Stock being so registered may reasonably request;

            (f) enter into customary agreements (including an underwriting
      agreement in customary form) and take such other actions as are reasonably
      required in order to expedite or facilitate the disposition of such
      Registrable Securities; and

            (g) otherwise use its best efforts to comply with all applicable
      rules and regulations of the Commission, and make available to its
      security holders, as soon as reasonably practicable, but not later than 18
      months after the effective date of the Registration Statement, an earnings
      statement covering the period of at least 12 months beginning with the
      first full month after the effective date of such Registration Statement,
      which earnings statements shall satisfy the provisions of Section 11(a) of
      the Securities Act.

            It shall be a condition precedent to the obligation of the Company
to take any action pursuant to this Section 9 in respect of the securities which
are to be registered at the request of any holder of Warrants or Warrant Stock
that such holder shall furnish to the Company such information regarding the
securities held by such holder and the intended method of disposition thereof as
Company shall reasonably request and as shall be required in connection with the
action taken by Company.

            9.6. Expenses. All expenses incurred in complying with Section 9,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD), printing expenses, fees and
disbursements of counsel for the Company, the reasonable fees and expenses of
one counsel for the selling security


                                       20
<PAGE>

holders (selected by those holding a majority of the shares being registered),
expenses of any special audits incident to or required by any such registration
and expenses of complying with the securities or blue sky laws of any
jurisdictions pursuant to Section 9.5(d), shall be paid by the Company, except
that the Company shall not be liable for any fees, discounts or commissions to
any underwriter or any fees or disbursements of counsel for any underwriter in
respect of the securities sold by such holder of Warrant Stock.

            9.7. Indemnification and Contribution. i) In the event of any
registration of any of the Warrant Stock under the Securities Act pursuant to
this Section 9, the Company shall indemnify and hold harmless the holder of such
Warrant Stock, such holder's directors and officers, and each other Person
(including each underwriter) who participated in the offering of such Warrant
Stock and each other Person, if any, who controls such holder or such
participating Person within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such holder
or any such director or officer or participating Person or controlling Person
may become subject under the Securities Act or any other statute or at common
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any alleged untrue statement
of any material fact contained, on the effective date thereof, in any
Registration Statement under which such securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (ii) any alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse such holder or such
director, officer or participating Person or controlling Person for any legal or
any other expenses reasonably incurred by such holder or such director, officer
or participating Person or controlling Person in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any alleged untrue statement or alleged omission made in such Registration
Statement, preliminary prospectus, prospectus or amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such holder specifically for use therein or (in the case of any
registration pursuant to Section 9.3) so furnished for such purposes by any
underwriter. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such holder or such director, officer
or participating Person or controlling Person, and shall survive the transfer of
such securities by such holder.

            (a) Each holder of any Warrant Stock, by acceptance thereof, agrees
to indemnify and hold harmless the Company, its directors and officers and each
other


                                       21
<PAGE>

Person, if any, who controls the Company within the meaning of the Securities
Act against any losses, claims, damages or liabilities, joint or several, to
which the Company or any such director or officer or any such Person may become
subject under the Securities Act or any other statute or at common law, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon information in writing provided to the Company by
such holder of such Warrant Stock specifically for use in the following
documents and contained, on the effective date thereof, in any Registration
Statement under which securities were registered under the Securities Act at the
request of such holder, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto.

            (b) If the indemnification provided for in this Section 9 from the
indemnifying party is unavailable to an indemnified party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

            The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 9.7(c) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

            9.8. Termination of Restrictions. Notwithstanding the foregoing
provisions of Section 9, the restrictions imposed by this Section upon the
transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Common Stock


                                       22
<PAGE>

issuable upon the exercise of the Warrants) and the legend requirements of
Section 9.1 shall terminate as to any particular Warrant or share of Warrant
Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of
the Warrants) (i) when and so long as such security shall have been effectively
registered under the Securities Act and disposed of pursuant thereto or (ii)
when the Company shall have received an opinion of counsel reasonably
satisfactory to it that such shares may be transferred without registration
thereof under the Securities Act. Whenever the restrictions imposed by Section 9
shall terminate as to this Warrant, as hereinabove provided, the Holder hereof
shall be entitled to receive from the Company, at the expense of the Company, a
new Warrant bearing the following legend (with the applicable date inserted) in
place of the restrictive legend set forth hereon:

            "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED
            IN SECTION 9 HEREOF TERMINATED ON _____________, 20__, AND ARE OF NO
            FURTHER FORCE AND EFFECT."

All Warrants issued upon registration of transfer, division or combination of,
or in substitution for, any Warrant or Warrants entitled to bear such legend
shall have a similar legend endorsed thereon. Whenever the restrictions imposed
by this Section shall terminate as to any share of Restricted Common Stock, as
hereinabove provided, the holder thereof shall be entitled to receive from the
Company, at the Company's expense, a new certificate representing such Class A
Common Stock not bearing the restrictive legend set forth in Section 9.1(a).

            9.9. Listing on Securities Exchange. If the Company shall have
listed or shall list any shares of Class A Common Stock on any securities
exchange, it will, at its expense, list thereon, maintain and, when necessary,
increase such listing of, all shares of Common Stock issued or, to the extent
permissible under the applicable securities exchange rules, issuable upon the
exercise of this Warrant so long as any shares of Common Stock shall be so
listed during any such Exercise Period.

            9.10. Certain Limitations on Registration Rights. Notwithstanding
the other provisions of Section 9:

            (i)   the Company shall not be obligated to register the Warrant
                  Stock of any holder if, in the opinion of counsel to the
                  Company reasonably satisfactory to the holder and its counsel
                  (or, if the holder has engaged an investment banking firm, to
                  such investment banking firm and its counsel), the sale or
                  other disposition of such holder's Warrant Stock, in the
                  manner proposed by such holder (or


                                       23
<PAGE>

                  by such investment banking firm), may be effected without
                  registering such Warrant Stock under the Securities Act; and

            (ii)  the Company shall not be obligated to register the Warrant
                  Stock of any holder pursuant to Section 9.3, if the Company
                  has had a registration statement, under which such holder had
                  a right to have its Warrant Stock included pursuant to
                  Sections 9.3 or 9.4, declared effective within one year prior
                  to the date of the request pursuant to Section 9.3; provided,
                  however, that if any holder elected to have shares of its
                  Warrant Stock included under such registration statement but
                  some or all of such shares were excluded pursuant to the
                  penultimate sentence of Section 9.4, then such one-year period
                  shall be reduced to six months.

            9.11. Selection of Managing Underwriters. The managing underwriter
or underwriters for any offering of Warrant Stock to be registered pursuant to
Section 9.3 shall be selected by the holders of a majority of the shares being
so registered (other than any shares being registered pursuant to Section 9.4)
and shall be reasonably acceptable to the Company.

10. SUPPLYING INFORMATION

            The Company shall cooperate with each Holder of a Warrant and each
holder of Restricted Common Stock in supplying such information as may be
reasonably necessary for such holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11. LOSS OR MUTILATION

            Upon receipt by the Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written agreement of shall be sufficient indemnity), and in
case of mutilation upon surrender and cancellation hereof, the Company will
execute and deliver in lieu hereof a new Warrant of like tenor to such Holder;
provided, in the case of mutilation, no indemnity shall be required if this
Warrant in identifiable form is surrendered to the Company for cancellation.

12. OFFICE OF COMPANY


                                       24
<PAGE>

            As long as any of the Warrants remain outstanding, the Company shall
maintain an office or agency (which may be the principal executive offices of
the Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant.

13. FINANCIAL AND BUSINESS INFORMATION

            The Company will file on or before the required date all regular or
periodic reports (pursuant to the Exchange Act) with the Commission and will
deliver to Holder promptly upon their becoming available one copy of each
report, notice or proxy statement sent by the Company to its stockholders
generally, and of each regular or periodic report (pursuant to the Exchange Act)
and any Registration Statement, prospectus or written communication (other than
transmittal letters) (pursuant to the Securities Act), filed by the Company with
(i) the Commission or (ii) any securities exchange on which shares of Common
Stock are listed.

14. APPRAISAL

            The determination of the Appraised Value per share of Class A Common
Stock shall be made by an investment banking firm of nationally recognized
standing selected by the Company and acceptable to the Majority Holders. If the
investment banking firm selected by the Company is not acceptable to the
Majority Holders and the Company and the Majority Holders cannot agree on a
mutually acceptable investment banking firm, then the Majority Holders and the
Company shall each choose one such investment banking firm and the respective
chosen firms shall agree on another investment banking firm which shall make the
determination. The Company shall retain, at its sole cost, such investment
banking firm as may be necessary for the determination of Appraised Value
required by the terms of this Warrant.

15. LIMITATION OF LIABILITY

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

16. MISCELLANEOUS

            16.1. Nonwaiver and Expenses. No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of


                                       25
<PAGE>

such right or otherwise prejudice Holder's rights, powers or remedies. If the
Company fails to make, when due, any payments provided for hereunder, or fails
to comply with any other provision of this Warrant, the Company shall pay to
Holder such amounts as shall be sufficient to cover any costs and expenses
including, but not limited to, reasonable attorneys' fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.

            16.2. Notice Generally. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Warrant shall be sufficiently given or made
if in writing and either delivered in person with receipt acknowledged or sent
by registered or certified mail, return receipt requested, postage prepaid, or
by telecopy and confirmed by telecopy answerback, addressed as follows:

            (a) If to any Holder or holder of Warrant Stock, at its last known
      address appearing on the books of Company maintained for such purpose.

            (b) If to Company at

                Cynet, Inc.
                12777 Jones Road, Suite 400
                Houston, Texas  77070
                Attention:  President
                Telecopy Number:  (281) 894-7952

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback, or three (3) Business Days after the same shall have been deposited
in the United States mail. Failure or delay in delivering copies of any notice,
demand, request, approval, declaration, delivery or other communication to the
person designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration, delivery
or other communication.

            16.3. Indemnification. Company agrees to indemnify and hold harmless
Holder from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind


                                       26
<PAGE>

which may be imposed upon, incurred by or asserted against Holder in any manner
relating to or arising out of (i) Holder's exercise of this Warrant and/or
ownership of any shares of Warrant Stock issued in consequence thereof, or (ii)
any litigation to which Holder is made a party in its capacity as a stockholder
of the Company; provided, however, that the Company will not be liable hereunder
to the extent that any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, attorneys' fees, expenses or
disbursements are found in a final non-appealable judgment by a court to have
resulted from Holder's bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of Company.

            16.4. Remedies. Each holder of Warrant and Warrant Stock, 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 Section 9 of this Warrant. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of Section 9 of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

            16.5. Successors and Assigns. Subject to the provisions of Sections
3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of 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, with respect to
Section 9 hereof, holders of Warrant Stock, and shall be enforceable by any such
Holder or holder of Warrant Stock.

            16.6. Amendment. This Warrant and all other Warrants may be modified
or amended or the provisions hereof waived with the written consent of the
Company and the Majority Holders, provided that no such Warrant may be modified
or amended to reduce the number of shares of Class A Common Stock for which such
Warrant is exercisable or to increase the price at which such shares may be
purchased upon exercise of such Warrant (before giving effect to any adjustment
as provided therein) without the prior written consent of the Holder thereof.

            16.7. 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.


                                       27
<PAGE>

            16.8. 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.

            16.9. Governing Law. This Warrant shall be governed by the laws of
the State of Texas, without regard to the provisions thereof relating to
conflict of laws.


                                       28
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and its corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.

Dated:  March 31, 2001

                                        CYNET, INC.


                                        By: /s/ Vincent W. Beale, Sr.
                                            ------------------------------------
                                            Name:  Vincent W. Beale, Sr.
                                            Title:  Chairman & C.E.O.

Attest:


By: /s/ Samuel C. Beale
    ----------------------
    Name:  Samuel C. Beale
    Title:  Secretary

<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

            The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of _________ shares of Class A Common
Stock of Cynet, Inc. and herewith makes payment therefor, all at the price and
on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Class A Common Stock hereby purchased (and any
securities or other property issuable upon such exercise) be issued in the name
of and delivered to _____________ whose address is _________________ and, if
such shares of Class A Common Stock shall not include all of the shares of Class
A Common Stock issuable as provided in this Warrant, that a new Warrant of like
tenor and date for the balance of the shares of Class A Common Stock issuable
hereunder be delivered to the undersigned.

                             ---------------------------------------------------
                             (Name of Registered Owner)


                             ---------------------------------------------------
                             (Signature of Registered Owner)

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

                             ---------------------------------------------------
                             (City)                    (State)        (Zip Code)

<PAGE>

                                    EXHIBIT B

                                 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 Class A Common Stock set forth below:

Name and Address of Assignee                No of Shares of Class A Common Stock
----------------------------                ------------------------------------

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

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

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

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