<PAGE>
                                                                    Exhibit 10.5


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR THE RULES AND
REGULATIONS THEREUNDER.


                                    WARRANT

                             TO PURCHASE SHARES OF

                            MINDARROW SYSTEMS, INC.

                                  COMMON STOCK


NO. 364                                                            JUNE 12, 2002


      MindArrow Systems, Inc., a Delaware corporation (the "COMPANY") hereby
issues to East-West Capital Associates, Inc. (the "HOLDER") this warrant (the
"WARRANT") to vest immediately and to purchase shares of the Company's common
stock, $0.0001 par value (the "COMMON STOCK") which Warrant shall be exercisable
in increments of 1,200,000 Shares of Common Stock of the Company every six (6)
months at exercise prices of $0.75, $1.00, and $1.25 per share, respectively, at
any time or from time to time on or before the third anniversary of the
staggered date of exercisability of each Warrant (or any earlier date specified
by the Company in a written notice given by the Company to the Holder).
Notwithstanding the foregoing, the 1,200,000 warrants exercisable at $.75 per
share shall only become exercisable if and when the Common Stock trades for 20
consecutive Trading Days above an average Closing Price of $1.50 per share.
Capitalized terms used in this paragraph and not defined herein are defined in
Section 7.6.

      This Warrant is subject to the following terms and conditions:

      1.    Exercise. The rights represented by this Warrant may be exercised,
at any time or from time to time in whole or in part, by (a) the surrender of
this Warrant, along with the purchase form attached as Exhibit A-1 (the
"PURCHASE FORM"), properly executed, at the address of the Company set forth in
Section 7.2 (or such other address as the Company may designate by notice in
writing to the Holder at its address set forth in Section 7.2) and (b) the
payment to the Company of the exercise price by check, payable to the order of
the Company, for the number of shares specified in the Purchase Form, together
with any applicable stock transfer taxes. A certificate representing the shares
so purchased and, in the event of an exercise of fewer than all the rights
represented by this Warrant, a new warrant in the form of this Warrant shall be
issued in the name of the Holder or its designee(s) and representing a new
warrant to purchase a number of shares equal to the number of shares as to which
this Warrant was theretofore exercisable less the number of shares as to which
this Warrant shall theretofore have been exercised, shall be delivered to the
Holder or such designee(s) as promptly as practicable, but in no event later
than three business days, after this Warrant shall have been so exercised.
<PAGE>
      2.    Adjustment of the Number of Shares. If the Company shall (a) pay a
dividend in Common Stock or make a distribution in Common Stock, (b) subdivide
its outstanding Common Stock, (c) combine its outstanding Common Stock into a
smaller number of shares of Common Stock, (d) make a distribution on its Common
Stock in shares of its capital stock other than Common Stock, or (e) issue by
reclassification of its Common Stock, spin-off, split-up, recapitalization,
merger, consolidation or any similar corporate event or arrangement other
securities of the Company, the kind and number of shares of Common Stock
purchasable upon exercise of this Warrant shall be adjusted immediately prior to
the exercise of this Warrant so that the Holder shall be entitled to receive the
kind and number of shares or other securities of the Company to which the Holder
would have been entitled to receive after the happening of any of the events
described above had this Warrant been exercised immediately prior to the
happening of such event or the record date with respect to such event.

      3.    Reservation of Shares. From and after the date of this Warrant, the
Company shall at all times reserve and keep available for issuance upon the
exercise of this Warrant a number of its authorized but unissued shares of
Common Stock sufficient to permit the exercise in full of this Warrant.

      4.    Transfer. Subject to applicable law, this Warrant may be transferred
at any time, in whole or in part, to any entity, entities, person or persons.
Any transfer shall be effected by the surrender of this Warrant, along with the
form of assignment attached as Exhibit A-2, properly executed, at the address of
the Company set forth in Section 7.2 (or such other address as the Company may
designate by notice in writing to the Holder at its address set forth in Section
7.2). Thereupon, the Company shall issue in the name or names specified by the
Holder a new warrant or warrants of like tenor and representing a warrant or
warrants to purchase in the aggregate a number of shares equal to the number of
shares to which this Warrant was theretofore exercisable less the number of
shares as to which this Warrant shall theretofore have been exercised.

      5.    Payment of Taxes. The Company shall cause all shares of Common Stock
issued upon the exercise of this Warrant to be validly issued, fully paid and
nonassessable and not subject to 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 issuance or delivery of the shares of Common
Stock upon exercise of this Warrant, unless such tax or charge is imposed by law
upon the Holder.

      6.    Registration Rights. This Warrant has the benefit of the
registration rights provided by the Company pursuant to the Registration Rights
Agreement dated as of the date hereof.

      7.    Miscellaneous.

            7.1   Securities Act Restrictions. The Holder acknowledges that this
Warrant may not be sold, transferred or otherwise disposed of without
registration under the Securities Act of 1933 (the "SECURITIES ACT") or an
applicable exemption from the registration requirements of the Securities Act
and, accordingly, this Warrant and all certificates representing the Common
<PAGE>
Stock and any other securities issuable upon the exercise of this Warrant shall
bear a legend in the form set forth on the top of page one of this Warrant.

            7.2   Notices. All notices and other communications under this
agreement shall be in writing and may be given by any of the following methods:
(a) personal delivery; (b) facsimile transmission; (c) registered or certified
mail, postage prepaid, return receipt requested; or (d) overnight delivery
service. Notices shall be sent to the appropriate party at its, his or her
address or facsimile number given below (or at such other address or facsimile
number for that party as shall be specified by notice given under this Section
7.2):

                  if to the Holder, to it at:

                        East-West Capital Associates, Inc.
                        10900 Wilshire Boulevard, Suite 950
                        Los Angeles, California 90024
                        Attention: Merv Adelson
                        Fax: (310) 209-6160

                  with a copy to:

                        Buchalter, Nemer, Fields & Younger
                        601 South Figueroa Street, Suite 2400
                        Los Angeles, California 90017
                        Attention:  Stuart D. Buchalter
                        Fax: (213) 896-0400

                  if to the Company, to it at:

                        MindArrow Systems, Inc.
                        2120 Main Street, Suite 200
                        Huntington Beach, CA 92648
                        Attention: Robert Webber, CEO
                        Fax: (714) 536-6280

All such notices and communications shall be deemed received upon (a) actual
receipt by the addressee, (b) actual delivery to the appropriate address or (c)
in the case of a facsimile transmission, upon transmission by the sender and
issuance by the transmitting machine of a confirmation slip confirming that the
number of pages constituting the notice have been transmitted without error. In
the case of notices sent by facsimile transmission, the sender shall
contemporaneously mail a copy of the notice to the addressee at the address
provided for above. However, such mailing shall in no way alter the time at
which the facsimile notice is deemed received.

            7.3   Amendment. This Warrant may be modified or amended or the
provisions of this Warrant may be waived only with the written consent of the
Company and the Holder.
<PAGE>
            7.4   Mutilated or Missing Warrant. In case this Warrant shall be
mutilated, lost, stolen or destroyed, the company shall, as soon as practicable
upon receiving notice of such event, issue, in exchange and substitution for and
upon cancellation of the mutilated Warrant, or in lieu of and substitution for
the Warrant lost, stolen or destroyed, a new warrant of like tenor and
representing a warrant to purchase in the aggregate a number of shares equal to
the number of shares to which this Warrant was previously exercisable, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of such Warrant and indemnity, if requested, also
reasonably satisfactory to it or, in the case of any such mutilation, upon
surrender and cessation of such Warrant. Applicants for such substitute Warrant
shall also comply with such other reasonable requests and pay such other
reasonable charges as the Company may prescribe.

            7.5   Governing Law. This Warrant shall be governed by the law of
the State of Delaware, without regard to the provisions thereof relating to
conflicts of laws.

            7.6   Certain Definitions. For purposes of this Agreement, the
following terms shall have the meanings ascribed to them as provided below:

      "BUSINESS DAY" shall mean any day on which the principal United States
securities exchange or trading market on which the Common Stock is listed or
traded as reported by NTMS (as defined below) is open for trading.

      "CLOSING PRICE" shall mean for the Common Stock as of any date, the
closing bid price of such security on the principal United States securities
exchange or trading market on which such security is listed or traded as
reported by the Research Service of Nasdaq Trading and Market Services (or a
comparable reporting service of national reputation selected by the Holder and
reasonably acceptable to the Company if the Research Service of Nasdaq Trading
and Market Services is not then reporting closing bid prices of such security)
(collectively, "NTMS"), or if the foregoing does not apply, the last reported
sale price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by NTMS, or, if no sale price is
reported for such security by NTMS, the average of the bid prices of any market
makers for such security as reported in the "pink sheets" by Pink Sheets LLC
(formerly the National Quotation Bureau, Inc.), in each case for such date or,
if such date was not a Trading Day (as defined below) for such security, on the
next preceding day which was a Trading Day. If the Closing Price cannot be
calculated for a share of Common Stock as of either of such dates on any of the
foregoing bases, the Closing Price of such security on such date shall be the
fair market value as determined by an investment banking firm selected by the
Company and reasonably acceptable to the Holder, with the costs of such
appraisal to be borne by the Company.

      "TRADING DAY" shall mean a Business Day on which at least 10,000 shares of
Common Stock are traded on the principal United States securities exchange or
trading market on which such security is listed or traded as reported by NTMS.
<PAGE>
IN WITNESS WHEREOF, the Company has executed this Warrant as of ______________,
2002.

                                       MINDARROW SYSTEMS, INC.



                                       By: _____________________________________
                                             Robert Webber,
                                             CEO
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                                  EXHIBIT A-1

                                 PURCHASE 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 Common Stock of
MindArrow Systems, 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 Common Stock hereby purchased be issued in the
name of and delivered to _________________________________ whose address is
________________________________________________________ and, if such shares of
Common Stock shall not include all of the shares of Common Stock issuable as
provided in this warrant, that a new warrant of like tenor and date for the
balance of the shares of Common Stock issuable hereunder be delivered to the
undersigned.

Dated: _________________________

                                     ___________________________________________
                                     (Name of Registered Owner)


                                     ___________________________________________
                                     (Signature of Registered Owner)


                                     ___________________________________________
                                     (Street Address)


                                     ___________________________________________
                                     (City)          (State)     (Zip Code)
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                                  EXHIBIT A-2

                                ASSIGNMENT FORM


      FOR VALUE RECEIVED, the undersigned registered owner of this warrant
hereby sells, assigns and transfers to 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:

<TABLE>
<CAPTION>
                                                       No. of shares
Name and Address of Assignee                           Common Stock
____________________________                           _____________
<S>                                                    <C>

</TABLE>



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

Dated: __________________          Print Name:__________________________________

                                   Signature:___________________________________

                                   Witness:_____________________________________