<PAGE>

                                                                   EXHIBIT 10.22


NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, STATE
SECURITIES STATUTES AND THE TERMS AND CONDITIONS HEREOF. THE HOLDER OF THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE
RESTRICTIONS HEREIN SET FORTH.



                                     WARRANT

                                       TO

                            PURCHASE 1,200,000 SHARES

                                       OF

                                  COMMON STOCK

                                       OF

                           INTERNETWORK EXPERTS, INC.


         This Warrant dated as of February 26, 2004 ("Warrant") certifies that,
for good and valuable consideration, Internetwork Experts, Inc., a Delaware
corporation (the "Company"), grants to I-Sector Corporation, a Delaware
corporation (the "Warrantholder"), subject to the terms and conditions set forth
herein, the right to subscribe for and purchase from the Company: one million
two hundred thousand (1,200,000) shares (the "Warrant Shares") of the Company's
common stock, par value $.01 per share ("Common Stock"), at a price per share of
twenty five cents ($0.25) (the "Exercise Price"), during the period from and
after 9:00 a.m. Houston, Texas time on the date of issuance of this Warrant and
to and including 5:00 p.m. Houston, Texas time on February 26, 2014 (the
"Expiration Date"). The Exercise Price and the number of Warrant Shares are
subject to adjustment from time to time as provided in Section 5.

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

                  1.1 Duration and Exercise of Warrant. The rights represented
         by this Warrant may be exercised at any time after six months from the
         date of grant by the Warrantholder in whole or in part by surrender of
         this Warrant, accompanied by the Exercise Form annexed hereto (the
         "Exercise Form") duly executed by the Warrantholder, delivered to the
         Secretary of the Company no fewer than five business days prior to the
         proposed effective date of exercise, specifying the number of shares to


<PAGE>

         be acquired on, and the effective date of, such exercise. The Exercise
         Form and notice may be delivered to the office of the Company located
         at 15960 Midway Road, Suite 101, Addison, Texas 75001 (or such other
         office or agency of the Company as it may designate by notice to the
         Warrantholder at the address of such Warrantholder appearing on the
         books of the Company) during normal business hours on any day (a
         "Business Day") other than a Saturday, Sunday or a day on which the
         Company is otherwise closed for business (a "Nonbusiness Day") on or
         after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but
         not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the
         next succeeding Business Day, if the Expiration Date is a Nonbusiness
         Day), delivery of payment to the Company, by certified mail to the
         attention of the Secretary of the Company, in cash, or by certified
         check, bank cashier's check, or wire transfer. The Warrantholder may
         withdraw notice of exercise of the Warrant at any time prior to close
         of business on the business day preceding the proposed exercise date,
         and in this instance, the Company will return the Exercise Form to the
         Warrantholder. Certificates for the Warrant Shares specified in the
         Exercise Form shall be delivered to the Warrantholder as promptly as
         practicable, and in any event within 10 business days, thereafter. The
         stock certificates so delivered shall be in denominations of at least
         1,000 shares each or such other denomination as may be specified by the
         Warrantholder and agreed upon by the Company, and shall be issued in
         the name of the Warrantholder. If this Warrant shall have been
         exercised only in part, the Company shall, at the time of delivery of
         the certificates for the Warrant Shares, deliver to the Warrantholder a
         new Warrant evidencing the rights to purchase the remaining Warrant
         Shares, which new Warrant shall in all other respects be identical with
         this Warrant.

                  1.2 Limitation on Exercise. If this Warrant is not exercised
         prior to 5:00 p.m. on the Expiration Date (or the next succeeding
         Business Day, if the Expiration Date is a Nonbusiness Day), this
         Warrant, or any new Warrant issued pursuant to Section 1.1, shall cease
         to be exercisable and shall become void and all rights of the
         Warrantholder hereunder shall cease. The Warrant may not be exercised
         if the issuance of such Warrant Shares or the method of payment of the
         consideration for such Warrant Shares would constitute a violation of
         any applicable federal or state securities or other laws or
         regulations, including any rule under Part 207 of Title 12 of the Code
         of Federal Regulations as promulgated by the Federal Reserve Board, or
         any rules or regulations of any stock exchange on which the Common
         Stock may be listed.

                  1.3 CASHLESS OR NET EXERCISE. NOTWITHSTANDING SECTION 1.1
         ABOVE, THE WARRANTHOLDER, IN LIEU OF THE PAYMENT OF CASH OR CERTIFIED
         BANK CHECK FOR THE AGGREGATE EXERCISE PRICE FOR SHARES OF COMMON STOCK
         AS TO WHICH THIS WARRANT IS BEING EXERCISED, MAY ELECT BY WRITTEN
         NOTICE DELIVERED TO THE COMPANY AT THE TIME THE EXERCISE FORM IS
         DELIVERED TO THE COMPANY PURSUANT TO SECTION 1.1 ABOVE, TO EFFECT A
         "CASHLESS EXERCISE," IN WHICH CASE THE WARRANTHOLDER NEED NOT PAY THE
         AGGREGATE EXERCISE PRICE TO THE COMPANY IN CASH OR BY CERTIFIED BANK
         CHECK, AND EITHER (i) THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE
         UPON SUCH EXERCISE SHALL BE REDUCED BY A NUMBER OF SHARES OF COMMON
         STOCK DETERMINED BY DIVIDING (x) THE AGGREGATE EXERCISE PRICE FOR ALL
         SHARES OF COMMON STOCK AS TO WHICH THIS WARRANT IS THEN BEING EXERCISED
         BY (y) THE CURRENT MARKET PRICE (AS SUCH TERM IS HEREINAFTER DEFINED)
         PER SHARE OF COMMON STOCK AT THE DATE OF SUCH EXERCISE, AND BY THEN


                                        2
<PAGE>

         ROUNDING DOWNWARD TO THE NEAREST WHOLE SHARE OF COMMON STOCK, OR (II)
         THE EXERCISE PRICE WILL BE PAID BY DELIVERY BY THE WARRANTHOLDER OF
         SHARES OF COMMON STOCK OWNED BY THE WARRANTHOLDER HAVING A CURRENT
         MARKET PRICE EQUAL TO THE EXERCISE PRICE.

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

                  1.5 Transfer; Restriction on Transfer and Legend. This Warrant
         may only be exercised by the Warrantholder. This Warrant may only be
         assigned or transferred to (i) any successor to Warrantholder by reason
         of a merger, consolidation or statutory exchange of Warrantholder or
         any successor to all or substantially all of Warrantholder's assets; or
         (ii) any subsidiary or affiliate of Warrantholder; provided that
         Warrantholder owns voting stock of such subsidiary or affiliate
         entitling, Warrantholder to at least 80% of the voting power thereof in
         the election of directors.

                  1.6 Divisibility of Warrant. This Warrant may be divided into
         warrants representing one Warrant Share or multiples thereof, upon
         surrender at the principal office of the Company on any Business Day,
         without charge to any Warrantholder, except as provided below. The
         Warrantholder will be charged for reasonable out-of-pocket costs
         incurred by the Company in connection with the division of this Warrant
         into Warrants representing fewer than one thousand (1,000) Warrant
         Shares. Upon any such division, and, if permitted by subsection 1.5 and
         in accordance with the provisions thereof, the Warrants may be
         transferred or record to a name other than that of the Warrantholder of
         record; provided, however, that the Warrantholder shall be required to
         pay any and all transfer taxes with respect thereto.

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


                                        3
<PAGE>

         3. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT. If permitted by subsection
1.5 or 1.6 and in accordance with the provisions thereof, upon surrender of this
Warrant to the Company with a duly executed instrument of assignment and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant of like tenor in the name of the assignee named in
such instrument of assignment and this Warrant shall promptly be cancelled. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of such bond or indemnification as the Company may reasonably
require, and, in the case of such mutilation, upon surrender and cancellation of
this Warrant, the Company will execute and deliver a new Warrant of like tenor.
The term "Warrant" as used herein includes any Warrants issued in substitution
or exchange of this Warrant.

         4. OWNERSHIP OF WARRANT. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in subsections 1.1, 1.5 and 1.6 or in Section 3.

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

                  5.1 Issuance of Additional Shares of Common Stock.

                           (a) If at any time the Company shall (except as
                  hereinafter provided) issue or sell any Additional Shares (as
                  hereinafter defined) of Common Stock, other than Permitted
                  Issuances (as hereinafter defined), in exchange for
                  consideration in an amount per Additional Share of Common
                  Stock less than the Current Market Price (as hereinafter
                  defined), then the Exercise Price and the number of shares of
                  Common Stock for which this Warrant is exercised shall be
                  adjusted as follows.

                                    (i) The Exercise Price shall be adjusted so
                           that it equals the Exercise Price in effect
                           immediately prior to the issue or sale, multiplied by
                           a fraction (A) the numerator of which is the sum of
                           the number of shares of Common Stock outstanding
                           immediately prior to the issue or sale multiplied by
                           the Current Market Price plus the number of shares of
                           Common Stock that could have been acquired at the
                           Current Market Price immediately prior to the issue
                           or sale using the aggregate consideration payable in
                           the issue or sale; and (B) the denominator of which
                           is the number of shares of Common Stock outstanding
                           immediately prior to the issuance or sale plus the
                           number of Additional Shares of shares of Common Stock
                           issued.

                                    (ii) The number of shares of Common Stock
                           for which the Warrant is exercisable shall be
                           adjusted to equal the number of shares of Common
                           Stock for which the Warrant was exercisable
                           immediately prior


                                        4
<PAGE>

                           to the sale, multiplied by a fraction (A) the
                           numerator of which is the Exercise Price after giving
                           effect to the adjustment and (B) the denominator of
                           which is the Exercise Price in effect immediately
                           prior to the issue or sale.

                           (b) If at any time the Company shall (except as
                  hereinafter provided) issue or sell any Additional Shares of
                  Common Stock, other than Permitted Issuances, in exchange for
                  consideration in an amount per Additional Share of Common
                  Stock less than the Exercise Price at the time the Additional
                  Shares of Common Stock are issued, then the Exercise Price and
                  the number of shares for which the Warrant is exercisable will
                  be adjusted as follows:

                                    (i) The Exercise Price shall be adjusted to
                           equal (A) the Exercise Price for which this Warrant
                           is exercisable prior to the adjustment (B) multiplied
                           by a fraction, (x) the numerator of which is the sum
                           of the number of shares of Common Stock outstanding
                           immediately prior to the issue or sale multiplied by
                           the Exercise Price then in effect, plus the aggregate
                           consideration, if any, received by the Company upon
                           the issue or sale, and (y) the denominator of which
                           is the number of shares of Common Stock outstanding
                           immediately prior to the issue or sale plus the
                           number of Additional Shares of Common Stock issued.

                                    (ii) The number of shares of Common Stock
                           for which this Warrant is exercisable shall be
                           adjusted to equal the number of shares of Common
                           Stock for which this Warrant is exercisable
                           immediately prior to such issue or sale, multiplied
                           by a fraction, (A) the numerator of which is the
                           Exercise Price after giving effect to the adjustment,
                           and (B) the denominator of which is the Exercise
                           Price in effect immediately prior to the issue or
                           sale.

                           (c) If at any time the Company (except as hereinafter
                  provided) shall issue or sell any Additional Shares of Common
                  Stock, other than Permitted Issuances, for consideration in an
                  amount per Additional Share of Common Stock which is less than
                  the Current Market Price and the Exercise Price at the time
                  the Additional Shares of Common Stock are issued, the
                  adjustment required under this Section shall be made in
                  accordance with the formula in paragraph (a) or (b) above
                  which results in the lower Exercise Price following such
                  adjustment.

                           (d) The provisions of Section 5.1(a), (b) and (c)
                  shall not apply to any issuance of Additional Shares of Common
                  Stock for which an adjustment is provided under Sections 5.2
                  or 5.3. No adjustment of the number of shares of Common Stock
                  for which a Warrant shall be exercisable shall be made under
                  Section 5.1(a), (b) and (c) upon the issuance of any
                  Additional Shares of Common Stock which are issued pursuant to
                  the exercise of any warrants or other subscription or purchase
                  rights or pursuant to the exercise of any conversion or
                  exchange rights in any Convertible Securities, if any such
                  adjustment shall previously have been made upon the issuance
                  of such warrants or other rights or


                                        5
<PAGE>

                  upon the issuance of such Convertible Securities (or upon the
                  issuance of any warrant or other rights therefor) pursuant to
                  Section 5.2(a) or Section 5.2(b).

         For purposes of this Section 5.1, the date as of which the Current
Market Price per share of Common Stock shall be computed shall be the earlier of
the date upon which the Company shall (i) enter into a firm contract for the
issuance of such shares or (ii) issue such shares.

                  5.2 Provisions Applicable to Section 5.1. For purposes of
         Section 5.1, the following subsections (a) through (k), inclusive,
         shall be applicable:

                           (a) Issuance of Warrants or Other Rights. If the
                  Company in any manner issues, sells, distributes or grants
                  (whether directly or by assumption in a merger or otherwise)
                  any rights to subscribe for or to purchase, or any options for
                  the purchase of, Common Stock or Convertible Securities (as
                  hereinafter defined), whether or not such rights or options or
                  the right to convert or exchange any such Convertible
                  Securities are immediately exercisable, and if the price per
                  share for which shares of Common Stock are issuable upon the
                  exercise of such rights or options or upon conversion or
                  exchange of such Convertible Securities is less than (i) the
                  Exercise Price in effect immediately before the granting of
                  such rights or options or (ii) the Current Market Price per
                  share of Common Stock existing immediately before the granting
                  of such rights or options, then the maximum number of shares
                  of Common Stock issuable upon the exercise of such rights or
                  options or upon conversion or exchange of the maximum amount
                  of such Convertible Securities issuable upon the exercise of
                  such rights or options shall (as of the date for the
                  determination of the Current Market Price per share of Common
                  Stock as hereinafter provided) be deemed to be outstanding and
                  to have been issued for such price per share. The price per
                  share for which shares of Common Stock are issuable upon the
                  exercise of such right or options or upon conversion or
                  exchange of such Convertible Securities shall be determined by
                  dividing (1) the total amount, if any, received or receivable
                  by the Company as consideration for the granting of such
                  rights or options, plus the minimum aggregate amount of
                  additional consideration payable to the Company upon the
                  exercise of such rights or options, plus, in the case of such
                  Convertible Securities, the minimum aggregate amount of
                  additional consideration, if any, payable upon the conversion
                  or exchange thereof, by (2) the total maximum number of shares
                  of Common Stock issuable upon the exercise of such rights or
                  options or upon the conversion or exchange of all such
                  Convertible Securities issuable upon the exercise of such
                  rights or options. No further adjustments of the Exercise
                  Price shall be made upon the actual issue of such Common Stock
                  or of such rights or options or upon the actual issue of such
                  Common Stock upon conversion or exchange of such Convertible
                  Securities except as otherwise provided in subsection (d)
                  below. For purposes of this subsection (b), the date as of
                  which the Current Market Price per share of Common Stock shall
                  be computed shall be the earlier of the date upon which the
                  Company shall (i) enter into a firm contract for the issuance
                  of such rights or other options or (ii) issue such rights or
                  other options.


                                        6
<PAGE>

                           (b) Issuance of Convertible Securities. If the
                  Company in any manner issues, sells, distributes or grants
                  (whether directly or by assumption in a merger or otherwise)
                  any Convertible Securities, whether or not the rights to
                  exchange or convert thereunder are immediately exercisable,
                  and the price per share for which shares of Common Stock are
                  issuable upon such conversion or exchange shall be less than
                  (i) the Exercise Price in effect immediately prior to the time
                  of such issue or sale or (ii) the Current Market Price per
                  share of Common Stock existing immediately prior to the time
                  of such issue or sale, then the maximum number of shares of
                  Common Stock issuable upon conversion or exchange of all such
                  Convertible Securities shall (as of the date for the
                  determination of the Current Market Price per share of Common
                  Stock as hereinafter provided) be deemed to be outstanding and
                  to have been issued for such price per share; provided
                  however, except as otherwise specified in subsection (c)
                  below, (1) no further adjustments of the Exercise Price shall
                  be made upon the actual issue of such Common Stock upon
                  conversion or exchange of such Convertible Securities and (2)
                  if any such issue or sale of such Convertible Securities is
                  made upon exercise of any rights to subscribe for or to
                  purchase or any option to purchase any such Convertible
                  Securities for which adjustments of the Exercise Price have
                  been or are to be made under other provisions of Sections 5.1
                  and 5.2, no further adjustment of the Exercise Price shall be
                  made by reason of such issue or sale. The price per share for
                  which shares of Common Stock are issuable upon such conversion
                  or exchange shall be determined by dividing (x) the total
                  amount received or receivable by the Company as consideration
                  for the issue or sale of such Convertible Securities, plus the
                  minimum aggregate amount of additional consideration, if any,
                  payable to the Company upon the conversion or exchange
                  thereof, by (y) the total maximum number of shares of Common
                  Stock issuable upon the conversion or exchange of all such
                  Convertible Securities. For purposes of this subsection (c),
                  the date as of which the Current Market Price per share of
                  Common Stock shall be computed shall be the earlier of the
                  date upon which (i) the Company shall enter into a firm
                  contract for the issuance of such Convertible Securities or
                  (ii) such Convertible Securities are actually issued.

                           (c) Readjustment of Exercise Price. If (i) the
                  purchase price provided for in any rights or options referred
                  to in subsection (b) above, or (ii) the additional
                  consideration, if any, payable upon the conversion or exchange
                  of Convertible Securities referred to in paragraph (b) or (c)
                  above, or (iii) the rate at which any Convertible Securities
                  referred to in subsection (b) or (c) above are convertible
                  into or exchangeable for Common Stock shall change (other than
                  under or by reason of provisions designed to protect against
                  dilution), the Exercise Price in effect at the time of such
                  event shall forthwith be readjusted to the Exercise Price
                  which would have been in effect at such time had such rights,
                  options or Convertible Securities still outstanding provided
                  for such changed purchase price, additional consideration or
                  conversion rate, as the case may be, at the time initially
                  granted, issued or sold. On the expiration of any such option
                  or right or the termination of any such right to convert or
                  exchange such Convertible Securities, the Exercise Price then
                  in effect shall be increased to the Exercise Price which would
                  have been in effect at the time of such expiration or


                                        7

<PAGE>

                  termination had such right, option or Convertible Security
                  never been issued, and the Common Stock issuable thereunder
                  shall no longer be deemed to be outstanding. If the purchase
                  price provided for in any such rights or options referred to
                  in paragraph (b) above or the rate at which any Convertible
                  Securities referred to in paragraph (b) or (c) are convertible
                  into or exchangeable for Common Stock, shall be reduced at any
                  time under or by reason of provisions with respect thereto
                  designed to protect against dilution, then in case of the
                  delivery of Common Stock upon the exercise in any such rights
                  or options or upon conversion or exchange of any such
                  Convertible Securities, the Exercise Price then in effect
                  hereunder shall forthwith be adjusted to such amount as would
                  have obtained had such right, option or Convertible Securities
                  never been issued as to such Common Stock and had adjustments
                  never been made upon the issuance of the shares of Common
                  Stock delivered as aforesaid, but only if as a result of such
                  adjustment the Exercise Price then in effect hereunder is
                  thereby reduced.

                           (d) Minimum Adjustment. If any adjustment of the
                  Exercise Price pursuant to Section 5.1 results in an
                  adjustment of less than $.001 per share of Common Stock, no
                  such adjustment shall be made, but any such lesser adjustment
                  shall be carried forward and shall be made at the time and
                  together with the next subsequent adjustment which, together
                  with any adjustments so carried forward, shall amount to $.001
                  or more per share of Common Stock; provided, however, upon any
                  adjustment of the Exercise Price resulting from (i) the
                  declaration of a dividend upon, or the mailing of any
                  distribution in respect of, any stock of the Company payable
                  in Common Stock or Convertible Securities or (ii) the
                  reclassification, by subdivision, combination or otherwise, of
                  the Common Stock into a greater or smaller number of shares,
                  the foregoing figure of $.001 per share (or such figure as
                  last adjusted) shall be proportionately adjusted; provided,
                  further, upon the exercise of this Warrant, the Company shall
                  make all necessary adjustments not theretofore made to the
                  Exercise Price up to and including the date upon which this
                  Warrant is exercised.

                           (e) Consideration for Dividends in Securities. If the
                  Company declares a dividend or makes any other distribution
                  upon any stock of the Company payable in either case in Common
                  Stock or Convertible Securities, such Common Stock or
                  Convertible Securities, as the case may be, issuable in
                  payment of such dividend or distribution shall be deemed to
                  have been issued or sold without consideration.

                           (f) Consideration for Rights or Options. If any
                  rights or options to purchase any shares of Common Stock or
                  Convertible Securities are issued in connection with the issue
                  or sale of other securities of the Company, together
                  comprising one integral transaction in which no specific
                  consideration is allocated to the rights or options, the
                  rights or options shall be deemed to have been issued without
                  consideration.


                                        8
<PAGE>

                           (g) Determination of Consideration upon Payment of
                  Cash, Property or Merger. If any shares of Common Stock or
                  Convertible Securities or any rights or options to purchase
                  any such Common Stock or Convertible Securities are issued or
                  sold for cash, the consideration received therefor shall be
                  deemed to be the net amount received by the Company therefor,
                  after deduction of any accrued interest, dividends or any
                  expenses incurred or any underwriting commissions or
                  concessions paid or allowed by the Company in connection
                  therewith. If any shares of Common Stock or Convertible
                  Securities or any rights or options to purchase any such
                  Common Stock or Convertible Securities are issued for a
                  consideration other than cash, the amount of the consideration
                  other than cash received by the Company shall be deemed to be
                  the fair market value on the date of issue of the securities
                  so issued by the Company, as determined in good faith by the
                  Board of Directors of the Company, less any expenses incurred
                  by the Company in connection therewith. If any shares of
                  Common Stock or Convertible Securities or any rights or
                  options to purchase such Common Stock or Convertible
                  Securities are issued in connection with any merger or
                  consolidation in which the Company is the surviving
                  corporation, the amount of consideration therefor shall be
                  deemed to be the fair market value thereof on the date of
                  issue, as determined in good faith by the Board of Directors
                  of the Company, for such portion of the assets and business of
                  the non-surviving corporation as the Board of Directors shall
                  attribute to such Common Stock, Convertible Securities, rights
                  or options, as the case may be. In the event of any
                  consolidation or merger of the Company in which the Company is
                  not the surviving corporation or in the event of any sale of
                  all or substantially all of the assets of the Company for
                  stock or other securities of any corporation, the Company
                  shall be deemed to have issued a number of shares of its
                  Common Stock for stock or securities of the other corporation
                  computed on the basis of the actual exchange ratio on which
                  the transaction was predicated and for a consideration equal
                  to the fair market value on the date of such transaction of
                  such stock or securities of the other corporation, and if any
                  such calculation results in adjustment of the Exercise Price,
                  the determination of the number of shares of Common Stock
                  issuable upon exercise of this Warrant immediately prior to
                  such merger, consolidation or sale, for the purposes of
                  subsection (n) below, shall be made after giving effect to
                  such adjustment of the Exercise Price.

                           (h) Record Date. If the Company takes a record of the
                  holders of the Common Stock for the purpose of entitling them
                  (i) to receive a dividend or other distribution payable in
                  Common Stock or in Convertible Securities or (ii) to subscribe
                  for or purchase Common Stock or Convertible Securities, then
                  the record date shall be deemed to be the date of the issue or
                  sale of the shares of Common Stock deemed to have been issued
                  or sold upon the declaration of the dividend or the making of
                  such other distribution or the date of the granting of the
                  right of subscription or purchase, as the case may be.

                           (i) Shares Outstanding. The number of shares of
                  Common Stock deemed to be outstanding at any given time shall
                  (i) include shares of Common Stock issuable in respect of
                  scrip certificates which have been issued in lieu of
                  fractional shares of Common Stock, but (ii) exclude (1) shares
                  of Common Stock


                                        9
<PAGE>

                  in the treasury of the Company or any Subsidiary, (2) shares
                  of Common Stock previously issued upon the exercise of the
                  Warrant and (3) shares of Common Stock issuable upon the
                  exercise of the Warrant.

                           (j) Splits and Combinations. If the Company at any
                  time subdivides its outstanding shares of Common Stock into a
                  greater number of shares, (i) the number of shares of Common
                  Stock for which the Warrant is exercisable immediately after
                  the occurrence of such event shall be adjusted to equal the
                  number of shares of Common Stock for which a holder of the
                  same number of shares of Common Stock for which the Warrant is
                  exercisable immediately prior to such event would own or be
                  entitled to receive after such event, and (ii) the Exercise
                  Price in effect immediately before the subdivision shall be
                  proportionately reduced, and, conversely, if the outstanding
                  shares of Common Stock of the Company are combined into a
                  smaller number of shares, the Exercise Price in effect
                  immediately before the combination shall be proportionately
                  increased.

                           (k) Reorganization, Reclassification or
                  Recapitalization of Company. In case of any capital
                  reorganization or reclassification or recapitalization of the
                  capital stock of the Company (other than (i) in the cases
                  referred to in subsection (k) of this Section 5.2 and (ii) a
                  change in par value, or from par value to no par value or from
                  no par value to par value) or in case of the consolidation or
                  merger of the Company with or into another corporation or in
                  case of the sale or transfer of the property of the Company as
                  an entirety or substantially as an entirety, there shall
                  thereafter be deliverable upon the exercise of this Warrant or
                  any portion thereof (in lieu of or in addition to the number
                  of shares of Common Stock theretofore deliverable) the number
                  of shares of stock or other securities or property to which
                  the holder of the number of shares of Common Stock which would
                  otherwise have been deliverable upon the exercise of this
                  Warrant or any portion thereof at the time would have been
                  entitled upon such capital reorganization or reclassification
                  of capital stock, consolidation, merger or sale, and at the
                  same aggregate Exercise Price. Prior to and as a condition of
                  the consummation of any transaction described in the preceding
                  sentence, the Company shall make appropriate, written
                  adjustments in the application of the provisions herein set
                  forth satisfactory to the holders of Warrants entitled to
                  purchase not less than a majority of the shares of Common
                  Stock issuable upon the exercise thereof with respect to the
                  rights and interests of the holders of Warrants so that the
                  provisions set forth herein shall thereafter be applicable, as
                  nearly as possible, in relation to any shares of stock or
                  other securities or other property thereafter deliverable upon
                  exercise of this Warrant. Any such adjustment shall be made by
                  and set forth in a supplemental agreement between the Company
                  and the successor entity and be approved by the holders of
                  Warrants entitled to purchase not less than a majority of the
                  shares of Common Stock issuable upon the exercise thereof.

                  5.3 Rights Offering. If the Company effects an offering of
         Common Stock pro rata among its stockholders, the Warrantholder shall
         be entitled, at its option, to elect to


                                       10
<PAGE>

         participate in each and every such offering as though this Warrant had
         been exercised and the Warrantholder were, at the time of any such
         rights offering, then a holder of that number of shares of Common Stock
         to which the Warrantholder is then entitled on the exercise hereof.

                  5.4 Notices.

                           (a) Upon any adjustment of the Exercise Price
                  pursuant to Section 5.1 or Section 5.2 above, a certificate
                  signed (i) by the President or a Vice President and by the
                  Treasurer or an Assistant Treasurer or the Secretary or an
                  Assistant Secretary of the Company or (ii) by any independent
                  firm of certified public accountants of recognized national
                  standing selected by, and at the expense of, the Company
                  setting forth in reasonable detail the events requiring the
                  adjustment and the method by which such adjustment was
                  calculated, shall be mailed (by first class mail, postage
                  prepaid) to the Warrantholder specifying the adjusted Exercise
                  Price and the number of shares of Common Stock purchasable
                  upon exercise of this Warrant after giving effect to the
                  adjustment of such number pursuant to Section 5.1 or Section
                  5.2. The certificate of any independent firm of certified
                  public accountants of recognized national standing selected by
                  the Board of Directors of the Company shall be conclusive
                  evidence of the correctness of any computation made under
                  Section 5.1 or Section 5.2.

                           (b) In case the Company proposes to (i) pay any
                  dividend payable in stock to the holders of shares of Common
                  Stock or to make any other distribution to the holders of
                  shares of Common Stock, (ii) offer to the holders of shares of
                  Common Stock rights to subscribe for or purchase any
                  additional shares of any class of stock or any other rights or
                  options or (iii) effect any reclassification of the Common
                  Stock (other than a reclassification involving merely the
                  subdivision or combination of outstanding shares of Common
                  Stock), or any capital reorganization or any consolidation or
                  merger (other than a merger in which no distribution of
                  securities or other property is to be made to holders of
                  shares of Common Stock), or any sale, transfer or other
                  disposition of its property, assets and business as an
                  entirety or substantially as an entirety, or the liquidation,
                  dissolution or winding up of the Company, then, in each such
                  case, the Company shall mail (by first class mail, postage
                  prepaid) to the Warrantholder notice of such proposed action,
                  which shall specify the date on which the books of the Company
                  shall close, or a record to be taken, for determining holders
                  of Common Stock entitled to receive such stock dividends or
                  other distribution of such rights or options, or the date on
                  which such reclassification, reorganization, consolidation,
                  merger, sale, transfer, other disposition, liquidation,
                  dissolution or winding up shall take place or commence, as the
                  case may be, and the date as of which it is expected that
                  holders of Common Stock of record shall be entitled to receive
                  securities or other property deliverable upon such action, if
                  any such date is to be fixed. Such notice shall be mailed in
                  the case of any action covered by clause (i) or (ii) above at
                  least 10 days prior to the record date for determining holders
                  of Common Stock for purposes of receiving such payment or
                  offer, and in the case of any action covered by clause (iii)
                  above at least 10 days prior to the


                                       11

<PAGE>

                  date upon which such action takes place and 10 days prior to
                  any record date to determine holders of Common Stock entitled
                  to receive such securities or other property.

                           (c) Failure to file any certificate or notice or to
                  mail any notice, or any defect in any certificate or notice,
                  pursuant to this Section 5.4, shall not affect the legality or
                  validity of the adjustment of the Exercise Price, the number
                  of shares purchasable upon exercise of this Warrant, or any
                  transaction giving rise thereto.

                  5.5 Certain Definitions. The following terms shall have the
         meanings indicated below:

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

                           (b) "Convertible Securities" means evidences of
                  indebtedness, shares of stock or other securities which are
                  convertible into or exchangeable for, with or without payment
                  of additional consideration in cash or property, additional
                  shares of Common Stock, either immediately or upon a specified
                  date or the happening of a specified event.

                           (c) "Current Market Price" per share of Common Stock
                  on any specified date means the highest of (a) the book value
                  thereof as determined in accordance with generally accepted
                  accounting principles but without any adjustment or reduction
                  for the amount, if any, that may, under modification to
                  generally accepted accounting principles after the date
                  hereof, be required to be listed as an offset to or reserve
                  against earnings or retained earnings by any firm of
                  independent public accountants of recognized national standing
                  selected by the Company, as at the last day of any month
                  ending within 60 days immediately preceding such date or (b)
                  the fair market value thereof as determined in good faith by
                  the Board of Directors of the Company as of a date which is
                  within 15 days of such date or (c) the average of the daily
                  market prices (determined as set forth in the next sentence),
                  if any, for 30 consecutive business days commencing 45
                  business days before such date, except that for the purposes
                  of Section 5.1(a) hereof the "Current Market Price" per share
                  of Common Stock, shall mean the market price on the business
                  day therein specified or (d) in the event that the Holder
                  shall at its option request an appraisal, the appraised value
                  thereof as determined by a national investment banking firm
                  selected by the Holder and acceptable to the Company (the cost
                  of such appraisal to be borne by the Company) determined
                  without regard to the illiquidity of the investment
                  represented by the Common Stock and without discount by reason
                  of ownership of a minority interest. The market price for each
                  such business day shall be the average of the last sale prices
                  on such day on all domestic stock exchanges on which the
                  Common Stock may then be listed, or, if no sale takes place on
                  such day on any such exchange, the average of the closing bid
                  and asked prices on such day as officially quoted on such
                  exchanges, or, if Common Stock is not then listed


                                       12
<PAGE>

                  or admitted to trading on any domestic stock exchange, the
                  market price for each business day shall be the average of the
                  reported bid and asked prices on such day in the
                  over-the-counter market, as furnished by the National
                  Quotation Bureau, Inc., or, if such firm at the time is not
                  engaged in the business of reporting such prices, as furnished
                  by any similar firm then engaged in such business and selected
                  by the Company or, if there is no such firm, as furnished by
                  any member of the National Association of Securities Dealers,
                  Inc., selected by the Company.

                           (d) "Permitted Issuances" shall mean (i) the issuance
                  of shares of Common Stock upon exercise of the Warrants, (ii)
                  the issuance of shares of Common Stock pursuant to the
                  securities identified on Exhibit A hereto; (iii) if there
                  shall then be a public market for the Common Stock, the
                  issuance of shares of Common Stock upon receipt by the Company
                  of the Current Market Price therefor as described in clause
                  (a) of the definition of "Current Market Price" and (iv) at
                  any time prior to the time there is a public market for the
                  Common Stock, the issuance of shares of Common Stock, warrants
                  or Convertible Securities on terms that are at least as
                  favorable to the Company as terms that could be obtained in an
                  arm's length transaction with third Persons not Affiliates of
                  the Company and for consideration equal to the fair value of
                  such shares as determined in good faith by a majority of
                  disinterested members of the board of directors of the
                  Company.

                  5.6 Voluntary Adjustment by the Company. The Company may, at
         its option, at any time during the term of the Warrant, reduce the then
         current Exercise Price to any amount, consistent with applicable law,
         deemed appropriate by the Board of Directors of the Company.

                  5.7 No Adjustment for Cash Dividends. No adjustment in respect
         of any cash dividends shall be made during the term of this Warrant or
         upon the exercise of this Warrant.

         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 action as may be necessary or appropriate to protect the
rights of the Warrantholder against impairment. Without limiting the generality
of the foregoing, the Company will (a) not change the par value of any shares of
Common Stock receivable upon the exercise of this Warrant to an amount greater
than the amount payable therefor upon such exercise, (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 Common Stock upon the
exercise of this Warrant, (c) 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,
and (d) not undertake any reverse stock split, combination, reorganization or
other reclassification of its capital stock which would have the effect of
making this Warrant exercisable for less than one share of Common Stock.


                                       13
<PAGE>

         Upon the request of the Warrantholder, the Company will at any time
during the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to the Warrantholder, the continued validity of this
Warrant and the Company's obligations under it.

         7. MISCELLANEOUS.

                  7.1 Entire Agreement. This Warrant [and the Registration
         Rights Agreement] constitutes the entire agreement between the Company
         and the Warrantholders with respect to this Warrant and Warrant Shares.

                  7.2 Binding Effects; Benefits. This Warrant shall inure to the
         benefit of and shall be binding upon the Company and the Warrantholder.
         Nothing in this Warrant, expressed or implied, is intended to or shall
         confer on any person other than the Company and the Warrantholder any
         rights, remedies, obligations or liabilities under or by reason of this
         Warrant or the Warrant Shares.

                  7.3 Amendments and Waivers. This Warrant may not be modified
         or amended except by an instrument in writing signed by the Company and
         the Warrantholder. The Company, any Warrantholder or holders of Warrant
         Shares may, by an instrument in writing, waive compliance by the other
         party with any term or provision of this Warrant on the part of such
         other party hereto to be performed or complied with. The waiver by any
         such party of a breach of any term or provision of this Warrant shall
         not be construed as a waiver of any subsequent breach.

                  7.4 Section and Other Headings. The section and other headings
         contained in this Warrant are for reference purposes only and shall not
         be deemed to be a part of this Warrant or to affect the meaning or
         interpretation of this Warrant.

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

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


                                       14
<PAGE>

                  (a) If to the Company, addressed to:

                      Internetwork Experts, Inc.
                      15960 Midway Road
                      Suite 101
                      Addison, Texas 75001

                      Attn: Mark T. Hilz

                  (b) If to the Warrantholder, addressed to the address of
         appearing on the books of the Company.

         Except as otherwise provided herein, all such demands, requests,
notices and other communications shall be deemed to have been received on the
date of personal delivery thereof or on the third Business Day after the mailing
thereof.

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

                  7.8 Fractional Shares. No fractional shares or scrip
         representing fractional shares shall be issued upon the exercise of
         this Warrant. With respect to any fraction of a share called for upon
         any exercise hereof, the Company shall pay to the Warrantholder an
         amount in cash equal to such fraction multiplied by the Current Market
         Price.

                  7.9 Rights of the Holder. The Warrantholder shall not, solely
         by virtue of this Warrant, be entitled to any rights of a stockholder
         of the Company, either at law or in equity.

                  7.10 Governing Law. This Warrant shall be deemed to be a
         contract made under the laws of the State of Texas and for all purposes
         shall be governed by and construed in accordance with the laws of such
         State applicable to contracts made and performed in Texas.

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



                                              /s/ Mark T. Hilz
                                              ----------------------------------
                                              Mark T. Hilz, President


                                       15

<PAGE>


                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)


         The undersigned, the record holder of this Warrant, hereby irrevocably
elects to exercise the right, represented by this Warrant, to purchase _________
of the Warrant Shares and herewith tenders payment for such Warrant Shares to
the order of Internetwork Experts, Inc., in the amount of $___________, in
accordance with the terms of this Warrant. The undersigned requests that a
certificate for such Warrant Shares be registered in the name of I-Sector
Corporation, and that such certificate be delivered to 6401 Southwest Freeway,
Houston, Texas 77074.



Date:                                 Signature:
      -------------------                       --------------------------------


                                       16

<PAGE>


                                    EXHIBIT A

     SHARES SUBJECT TO OUTSTANDING OPTION, WARRANTS, CONVERSION RIGHTS, ETC.



                                       17