<PAGE>

December 7, 2001

                                                                    EXHIBIT 10.6

THE SALE AND ISSUANCE OF THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED, OR TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT
IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS
IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION
OR (ii) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY
TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER,
SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY
STATE OR OTHER JURISDICTION.

WARRANT NO. UPS-1                                              11,930,160 SHARES
                                                         (subject to adjustment)

WARRANT DATE: December 7, 2001

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                  VISAER, INC.

                          Void after December 31, 2006

This certifies that for value received, UNITED PARCEL GENERAL SERVICES CO., or
registered assigns (the "Holder") is entitled, subject to the terms set forth
below, to purchase from VISAER, INC., a Delaware corporation (the "Company")
Eleven Million Nine Hundred Thirty Thousand One Hundred Sixty (11,930,160)
shares (the "Warrant Shares") of the Common Stock, $0.001 par value per share,
of the Company (the "Common Stock") upon surrender hereof, at the principal
office of the Company referred to below, with the subscription form attached
hereto duly executed, and simultaneous payment therefor in lawful money of the
United States or otherwise as hereinafter provided, at the Exercise Price set
forth in Section 2 below. The number, character and Exercise Price of such
shares of Common Stock are subject to adjustment as provided below. The term
"Warrant" as used herein shall include this Warrant and any warrants delivered
in substitution or exchange therefor as provided herein.

This Warrant is issued in connection with that certain 7x24 Agreement made as of
June 12, 2001 between the Company and United Parcel Service General Services Co.
("UPS") and is effective as of the date set forth above (the "Warrant Issue
Date").

1.       EXERCISE TERM OF WARRANT. Subject to the terms and conditions set forth
         herein, this Warrant shall be exercisable, in whole or in part, during
         the term commencing on July 2, 2004 and ending at 5:00 p.m., Eastern
         Time on the thirty first (31st) day of December, 2006, and shall be
         void thereafter. For purposes of this Warrant, a "person" shall be
         deemed to include natural persons, firms, corporations, partnerships,
         associations, joint ventures, joint stock companies, trusts,
         unincorporated organizations and any other private or public entities,
         whether or not any of the foregoing are acting on their behalf or in a
         representative capacity. Notwithstanding the foregoing, in the event
         that the Company is required under Section 16 of the 7x24 Agreement to
         return to UPS or any of its affiliates moneys paid to the Company, then
         this Warrant shall terminate without further action of the Company or
         the Holder on the date of such payment.


                                                                    Page 1 of 13
<PAGE>

December 7, 2001

2.       EXERCISE PRICE. The Exercise Price at which this Warrant may be
         exercised shall be equal to two and twenty-four hundredths cents
         ($0.0224) per share. The Exercise Price shall be subject to adjustment
         as provided below.

3.       EXERCISE OF WARRANT.

         (a)      The purchase rights represented by this Warrant are
                  exercisable by the Holder in whole or in part at any time, or
                  from time to time, during the term hereof as set forth in
                  Section 1, above, by the surrender of this Warrant and the
                  Notice of Exercise attached as Annex I hereto duly completed
                  and executed on behalf of the Holder, at the principal office
                  of the Company (or such other office or agency of the Company
                  as it may designate by notice in writing to the Holder at the
                  address of the Holder appearing on the books of the Company),
                  upon payment by cashier's check payable to the Company or by
                  wire transfer of the purchase price of the shares to be
                  purchased.

         (b)      This Warrant shall be deemed to have been exercised at 5:00
                  p.m. Eastern Time on the date of its surrender for exercise as
                  provided above, and the person entitled to receive the shares
                  of Common Stock issuable upon such exercise shall be treated
                  for all purposes as the holder of record of such shares at
                  such date and time. As promptly as practicable on or after
                  such date and in any event within ten (10) days thereafter,
                  the Company at its expense shall issue and deliver to the
                  person or persons entitled to receive the same a certificate
                  or certificates for the number of shares issuable upon such
                  exercise. In the event that this Warrant is exercised in part,
                  the Company at its expense shall execute and deliver a new
                  Warrant of like tenor exercisable for the number of shares for
                  which this Warrant may then be exercised.

4.       NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
         representing fractional shares shall be issued upon the exercise of
         this Warrant. In lieu of any fractional share to which the Holder would
         otherwise be entitled, the Company shall make a cash payment equal to
         the Fair Market Value per share of Common Stock multiplied by such
         fraction.

5.       REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory
         to the Company of the loss, theft, destruction or mutilation of this
         Warrant and, in the case of loss, theft or destruction, on delivery of
         an indemnity agreement reasonably satisfactory in form and substance to
         the Company or, in the case of mutilation, on surrender and
         cancellation of this Warrant, the Company at its expense shall execute
         and deliver, in lieu of this Warrant, a new warrant of like tenor and
         amount.

6.       RIGHTS OF STOCKHOLDERS. Subject to Sections 9 and 11 of this Warrant,
         the Holder, as such, shall not be entitled to vote or receive dividends
         or be deemed the holder of Common Stock or any other securities of the
         Company that may at any time be issuable on the exercise hereof for any
         purpose, nor shall anything contained herein be construed to confer
         upon the Holder, as such, any of the rights of a stockholder of the
         Company or any right to vote for the election of directors or upon any
         matter submitted to stockholders at any meeting thereof, or to give or
         withhold consent to any corporate action (whether upon any
         recapitalization, issuance of stock, reclassification of stock, change
         of par value, or change of stock to no par value, consolidation,
         merger, conveyance, or otherwise) or to receive notice of meetings, or
         to receive dividends or subscription rights or otherwise until this
         Warrant shall have been exercised as provided herein.


                                                                    Page 2 of 13
<PAGE>

December 7, 2001

7.       TRANSFER OF WARRANT.

         (a)      Warrant Register. The Company shall maintain a register (the
                  "Warrant Register") containing the names and addresses of the
                  Holder or Holders. Any Holder of this Warrant or any portion
                  thereof may change his address as shown on the Warrant
                  Register by written notice to the Company requesting such
                  change. Any notice or written communication required or
                  permitted to be given to the Holder may be delivered or given
                  by mail to such Holder as shown on the Warrant Register and at
                  the address shown on the Warrant Register. Until this Warrant
                  is transferred on the Warrant Register, the Company may treat
                  the Holder as shown on the Warrant Register as the absolute
                  owner of this Warrant for all purposes, notwithstanding any
                  notice to the contrary.

         (b)      Warrant Agent. The Company may, by written notice to the
                  Holder, appoint an agent for the purpose of maintaining the
                  Warrant Register, issuing the Common Stock or other securities
                  then issuable upon the exercise of this Warrant, exchanging
                  this Warrant, replacing this Warrant, or any or all of the
                  foregoing. Thereafter, any such registration, issuance,
                  exchange, or replacement, as the case may be, shall be made at
                  the office of such agent.

         (c)      Transferability and Non-negotiability of Warrant.

                  (i)      This Warrant shall not be transferred to a non-UPS
                           entity without the expressed written permission of
                           the Company and such permission shall not be
                           unreasonably withheld, conditioned or delayed.

                  (ii)     This Warrant may not be transferred or assigned in
                           whole or in part without compliance with all
                           applicable federal and state securities laws by the
                           transferor and the transferee (including the delivery
                           of investment representation letters and legal
                           opinions reasonably satisfactory to the Company, if
                           such are reasonably requested by the Company.)

                  (iii)    Subject to the foregoing restrictions, this Warrant
                           may be transferred by endorsement (by the Holder
                           executing the Assignment Form attached as Annex II
                           hereto) and delivery in the same manner as a
                           negotiable instrument transferable by endorsement and
                           delivery.

         (d)      Exchange of Warrant Upon a Transfer. On surrender of this
                  Warrant for exchange, properly endorsed on the Assignment Form
                  and subject to the provisions of this Warrant with respect to
                  compliance with the Act and with the limitations on
                  assignments and transfers contained in this Section 7, the
                  Company at its expense shall issue to or on the order of the
                  Holder a new warrant or warrants of like tenor, in the name of
                  the Holder or as the Holder (on payment by the Holder of any
                  applicable transfer taxes) may direct, for the number of
                  shares issuable upon exercise hereof.

         (e)      Compliance with Securities Laws. The Holder of this Warrant,
                  by acceptance hereof, acknowledges (i) that this Warrant and
                  the shares of Common Stock to be issued upon exercise hereof
                  are being acquired solely for the Holder's own account and not
                  as a nominee for any other party, and for investment, and (ii)
                  that the Holder shall not offer, sell or otherwise dispose of
                  this Warrant or any shares of Common Stock to be issued upon
                  exercise hereof except under circumstances that will not
                  result in a violation of the Act or any state securities laws.
                  Upon exercise of this Warrant, the Holder shall, if requested
                  by the Company, confirm in writing, in a form reasonably


                                                                    Page 3 of 13
<PAGE>

December 7, 2001

                  satisfactory to the Company, that the shares of Common Stock
                  so purchased are being acquired solely for the Holder's own
                  account and not as a nominee for any other party, for
                  investment, and not with a view toward distribution or resale.

8.       RESERVATION OF STOCK. The Company covenants that during the term that
         this Warrant is outstanding, the Company shall reserve from its
         authorized and unissued Common Stock a sufficient number of shares to
         provide for the issuance of Common Stock upon the exercise of this
         Warrant and, from time to time, shall take all steps necessary to amend
         its Certificate of Incorporation to provide sufficient reserves of
         shares of Common Stock issuable upon exercise of this Warrant. The
         Company further covenants that all shares that may be issued upon the
         exercise of rights represented by this Warrant, and payment of the
         Exercise Price, all as set forth herein, will be free from all taxes,
         liens and charges in respect of the issue thereof (other than taxes in
         respect of any transfer occurring contemporaneously or otherwise
         specified herein).

9.       NOTICES.

         (a)      Whenever the Exercise Price or number of shares purchasable
                  hereunder shall be adjusted pursuant to Section 11 hereof, the
                  Company shall issue a certificate signed by its Chief
                  Financial or Chief Executive Officer setting forth, in
                  reasonable detail, the event requiring the adjustment, the
                  amount of the adjustment, the method by which such adjustment
                  was calculated, and the Exercise Price and number of shares
                  purchasable hereunder after giving effect to such adjustment,
                  and shall cause a copy of such certificate to be mailed by
                  first-class mail, postage prepaid, to the Holder of this
                  Warrant. To the extent that the Company has prior knowledge of
                  such event, it shall use commercially reasonable efforts to
                  give the Holder at least ten (10) days prior written notice
                  thereof, and to the extent it does not have such knowledge, it
                  shall give the Holder notice of the adjustment within fifteen
                  (15) days after such event.

         (b)      In the event --

                  (i)      that the Company shall take a record of the holders
                           of its Common Stock (or other stock or securities at
                           the time receivable upon the exercise of this
                           Warrant) for the purpose of entitling them to receive
                           any dividend or other distribution, or any right to
                           subscribe for or purchase any shares of stock of any
                           class or any other securities, or to receive any
                           other right; or

                  (ii)     of any capital reorganization of the Company, any
                           reclassification of the capital stock of the Company,
                           any consolidation or merger of the Company with or
                           into another corporation, or any conveyance of all or
                           substantially all of the assets of the Company to
                           another corporation; or

                  (iii)    of any voluntary dissolution, liquidation or
                           winding-up of the Company,

                  then, and in each such case, the Company shall mail or cause
                  to be mailed to the Holder or Holders a notice specifying,
                  as the case may be, (A) the date on which a record is to be
                  taken for the purpose of such dividend, distribution or
                  right, and stating the amount and character of such
                  dividend, distribution or right; or (B) the date on which
                  such reorganization, reclassification, consolidation,
                  merger, conveyance, dissolution, liquidation or winding-up
                  is to take place, and the time, if any is to be fixed, as of
                  which the holders of record of Common Stock (or such stock or
                  securities at the time receivable upon the exercise of this
                  Warrant) shall be entitled to exchange their shares of
                  Common Stock (or such other stock or securities) for


                                                                    Page 4 of 13
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December 7, 2001

                  securities or other property deliverable upon such
                  reorganization, reclassification, consolidation, merger,
                  conveyance, dissolution, liquidation or winding-up. Such
                  notice shall be mailed at least 15 days prior to the date
                  therein specified.

         (c)      All such notices, advice and communications shall be deemed to
                  have been received (i) in the case of personal delivery, on
                  the date of such delivery and (ii) in the case of mailing, on
                  the third business day following the date of such mailing.

10.      AMENDMENTS & WAIVERS.

         (a)      Any term of this Warrant may be amended with the written
                  consent of the Company and the Holder.

         (b)      No waivers of, or exceptions to, any term, condition or
                  provision of this Warrant, in any one or more instances, shall
                  be deemed to be, or construed as, a further or continuing
                  waiver of or exception to any such term, condition or
                  provision.

11.      ADJUSTMENTS. The Exercise Price and the number of shares purchasable
         hereunder are subject to adjustment from time to time as follows:

         (a)      Merger, Sale of Assets, etc.

                  (i)      If at any time while this Warrant or any portion
                           hereof is outstanding and unexpired, there shall be
                           (A) a reorganization (other than a combination,
                           reclassification, exchange or subdivision of shares
                           otherwise provided for herein); (B) a merger or
                           consolidation of the Company with or into another
                           corporation in which the Company is not the surviving
                           entity or a merger (including a reverse triangular
                           merger) in which the Company is the surviving entity,
                           but the shares of the Company's capital stock
                           outstanding immediately prior to the merger are
                           converted by virtue of the merger into other
                           property, whether in the form of securities, cash, or
                           otherwise; or (C) a sale or transfer of the Company's
                           properties and assets as, or substantially as, an
                           entirety to any other person, then, as a part of such
                           reorganization, merger, consolidation, sale or
                           transfer, lawful provision shall be made so that the
                           holder of this Warrant shall thereafter be entitled
                           to receive upon exercise of this Warrant, during the
                           period specified herein and upon payment of the
                           Exercise Price then in effect, the number of shares
                           of stock or other securities or property of the
                           successor corporation resulting from such
                           reorganization, merger, consolidation, sale or
                           transfer that a holder of the shares deliverable upon
                           exercise of this Warrant would have been entitled to
                           receive in such reorganization, consolidation,
                           merger, sale or transfer if this Warrant had been
                           exercised immediately before such reorganization,
                           consolidation, merger, sale or transfer, all subject
                           to further adjustment as provided in this Section 11.

                  (ii)     The foregoing provisions of this Section 11(a) shall
                           similarly apply to successive reorganizations,
                           consolidations, mergers, sales and transfers and to
                           the stock or securities of any other corporation that
                           are at the time receivable upon the exercise of this
                           Warrant. If the per share consideration payable to
                           the holder hereof for shares in connection with any
                           such transaction is in a form other than cash or
                           marketable securities, then the value of such
                           consideration shall be determined in good faith by
                           the Company's Board of Directors. In all events,
                           appropriate adjustment (as determined in good faith
                           by the Company's Board of Directors) shall be made in
                           the application of the provisions of this Warrant
                           with respect to the rights and interest of the Holder
                           after the transaction, to the end that


                                                                    Page 5 of 13
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December 7, 2001

                           the provisions of this Warrant shall be applicable
                           after that event, as near as reasonably may be, in
                           relation to any shares or other property deliverable
                           after that event upon exercise of this Warrant.

         (b)      Reclassification, etc. If the Company, at any time while this
                  Warrant or any portion hereof remains outstanding and
                  unexpired, by reclassification of securities or otherwise,
                  shall change any of the securities as to which purchase rights
                  under this Warrant exist into the same or a different number
                  of securities of any other class or classes, this Warrant
                  shall thereafter represent the right to acquire such number
                  and kind of securities as would have been issuable as the
                  result of such change with respect to the securities that were
                  subject to the purchase rights under this Warrant immediately
                  prior to such reclassification or other change and the
                  Exercise Price therefor shall be appropriately adjusted, all
                  subject to further adjustment as provided in this Section 11.

         (c)      Split, Subdivision or Combination of Shares. If the Company at
                  any time while this Warrant or any portion hereof remains
                  outstanding and unexpired, shall split, subdivide or combine
                  the securities as to which purchase rights under this Warrant
                  exist, into a different number of securities of the same
                  class, the Exercise Price for such securities shall be
                  proportionately decreased, and the number of shares of such
                  securities for which this Warrant may be exercised shall be
                  proportionately increased, in the case of a split or
                  subdivision, or the Exercise Price for such securities shall
                  be proportionately increased and the number of shares of such
                  securities for which this Warrant may be exercised shall be
                  proportionately decreased, in the case of a combination.

         (d)      Adjustments for Dividends in Stock or Other Securities or
                  Property. If at any time while this Warrant or any portion
                  hereof remains outstanding and unexpired the holders of the
                  securities as to which purchase rights under this Warrant
                  exist at the time shall have received, or, on or after the
                  record date fixed for the determination of eligible
                  stockholders, shall have become entitled to receive, without
                  payment therefor, other or additional stock or other
                  securities or property (other than cash) of the Company by way
                  of dividend, then and in each case, this Warrant shall
                  represent the right to acquire, in addition to the number of
                  shares of the security receivable upon exercise of this
                  Warrant, and without payment of any additional consideration
                  therefor, the amount of such other or additional stock or
                  other securities or property (other than cash) of the Company
                  that such holder would hold on the date of such exercise had
                  it been the holder of record of the security receivable upon
                  exercise of this Warrant on the date hereof and had
                  thereafter, during the period from the date hereof to and
                  including the date of such exercise, retained such shares
                  and/or all other additional stock available by it as aforesaid
                  during such period, giving effect to all adjustments called
                  for during such period by the provisions of this Section 11.

         (e)      Adjustment For Diluting Issuances.

                  (i)      For purposes of this Section 11(e), the following
                           definitions shall apply:

                           (A)      "Convertible Securities" shall mean any
                                    evidences of indebtedness, shares or other
                                    securities directly or indirectly
                                    convertible into or exchangeable for Common
                                    Stock other than Excluded Securities (as
                                    defined below;)


                                                                    Page 6 of 13
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December 7, 2001

                           (B)      "Options" shall mean rights, options or
                                    warrants to subscribe for, purchase or
                                    otherwise acquire Common Stock or
                                    Convertible Securities, other than Excluded
                                    Securities;

                           (C)      "Additional Shares of Common Stock" shall
                                    mean all shares of Common Stock issued (or
                                    deemed to be issued) by the Company after
                                    the Warrant Issue Date, other than:

                                    (1) shares of Common Stock issued or
                                        issuable upon conversion or exchange
                                        of any Convertible Securities
                                        outstanding on the Warrant Issue Date;

                                    (2) Excluded Securities; or

                                    (3) shares of Common Stock issued or
                                        issuable by reason of a dividend, stock
                                        split, split-up or other distribution
                                        on shares of Common Stock that are
                                        covered elsewhere in this Section 11.

                           (D)      "Excluded Securities" shall mean up to, but
                                    not in excess of 13,500,000 shares of Common
                                    Stock in the aggregate issued after the date
                                    of this Warrant to officers, employees, or
                                    directors of, or consultants to, the Company
                                    (including officers, employees, or directors
                                    of, or consultants to its affiliates),
                                    pursuant to any agreement, plan, or
                                    arrangement that has been approved by the
                                    Board of Directors of the Company, or
                                    options to purchase or rights to subscribe
                                    for such Common Stock or securities by their
                                    terms convertible into or exchangeable for
                                    such Common Stock, or options to purchase or
                                    rights to subscribe for such convertible or
                                    exchangeable securities, in each case as
                                    approved by the Board of Directors.

                  (ii)     In the event the Company shall at any time after the
                           Warrant Issue Date issue Additional Shares of Common
                           Stock, without consideration or for a consideration
                           per share less than the Exercise Price in effect
                           immediately prior to such issue, then and in such
                           event, the Exercise Price shall be reduced,
                           concurrently with such issue, to the price
                           (calculated to the nearest hundredth of a cent)
                           determined by multiplying such Exercise Price by a
                           fraction,

                           (A)      the numerator of which shall be (1) the
                                    number of shares of Common Stock outstanding
                                    immediately prior to such issue plus (2) the
                                    number of shares of Common Stock which the
                                    aggregate consideration received or to be
                                    received by the Company for the total number
                                    of Additional Shares of Common Stock so
                                    issued would purchase at such Exercise
                                    Price; and

                           (B)      the denominator of which shall be the number
                                    of shares of Common Stock outstanding
                                    immediately prior to such issue plus the
                                    number of such Additional Shares of Common
                                    Stock so issued; provided that,

                                    (1)      for the purpose of this Section
                                             11(e), all shares of Common Stock
                                             issuable upon conversion or
                                             exchange of Convertible Securities
                                             outstanding immediately prior to
                                             such issue shall be deemed to be
                                             outstanding;, and

                                    (2)      the number of shares of Common
                                             Stock deemed issuable upon
                                             conversion or exchange of such
                                             outstanding Convertible Securities
                                             shall not give effect to any
                                             adjustments to the conversion or
                                             exchange price or conversion or
                                             exchange rate of such Convertible
                                             Securities resulting from


                                                                    Page 7 of 13
<PAGE>

December 7, 2001

                                             the issuance of Additional Shares
                                             of Common Stock that is the subject
                                             of this calculation.

                           In addition, the number of Warrant Shares purchasable
                           upon the exercise of this Warrant shall be changed to
                           the number determined by dividing (x) an amount equal
                           to the number of shares issuable upon the exercise of
                           this Warrant immediately prior to such adjustment,
                           multiplied by the Exercise Price in effect
                           immediately prior to such adjustment, by (y) the
                           Exercise Price in effect immediately after such
                           adjustment.

                  (iii)    If the Company at any time or from time to time after
                           the Warrant Issue Date shall issue any Options or
                           Convertible Securities or shall fix a record date for
                           the determination of holders of any class of
                           securities entitled to receive any such Options or
                           Convertible Securities, then the maximum number of
                           shares of Common Stock (as set forth in the
                           instrument relating thereto without regard to any
                           provision contained therein for a subsequent
                           adjustment of such number) issuable upon the exercise
                           of such Options or, in the case of Convertible
                           Securities and Options therefor, the conversion or
                           exchange of such Convertible Securities, shall be
                           deemed to be Additional Shares of Common Stock issued
                           as of the time of such issue or, in case such a
                           record date shall have been fixed, as of the close of
                           business on such record date, provided that
                           Additional Shares of Common Stock shall not be deemed
                           to have been issued unless the consideration per
                           share payable to the Company of such Additional
                           Shares of Common Stock would be less than the
                           Exercise Price in effect on the date of and
                           immediately prior to such issue, or such record date,
                           as the case may be, and provided further that in any
                           such case in which Additional Shares of Common Stock
                           are deemed to be issued:

                           (A)      no further adjustment in the Exercise Price
                                    shall be made upon the subsequent issue of
                                    Convertible Securities or shares of Common
                                    Stock upon the exercise of such Options or
                                    conversion or exchange of such Convertible
                                    Securities;

                           (B)      if such Options or Convertible Securities by
                                    their terms provide, with the passage of
                                    time or otherwise, for any increase or
                                    decrease in the consideration payable to the
                                    Company, then upon the exercise, conversion
                                    or exchange thereof, the Exercise Price
                                    computed upon the original issue thereof (or
                                    upon the occurrence of a record date with
                                    respect thereto), and any subsequent
                                    adjustments based thereon, shall, upon any
                                    such increase or decrease becoming
                                    effective, be recomputed to reflect such
                                    increase or decrease insofar as it affects
                                    such Options or the rights of conversion or
                                    exchange under such Convertible Securities;

                           (C)      upon the expiration or termination of any
                                    such unexercised Option, the Exercise Price
                                    shall be readjusted as if such issuance had
                                    never occurred; and

                           (D)      no readjustment pursuant to clause (B),
                                    above, shall have the effect of increasing
                                    the Exercise Price to an amount which
                                    exceeds the lower of

                                    (1)      the Exercise Price on the original
                                             adjustment date; or

                                    (2)      the Exercise Price that results
                                             from any issuances of Additional
                                             Shares of Common Stock between the
                                             original adjustment date and such


                                                                    Page 8 of 13
<PAGE>

December 7, 2001

                                             readjustment date. [I think this
                                             latter change makes the provision
                                             make sense.]

                  (iv)     The consideration per share received by the Company
                           for Additional Shares of Common Stock deemed to have
                           been issued pursuant to Section 11(e)(iii), relating
                           to Options and Convertible Securities, shall be
                           determined by dividing:

                           (A)      the total amount, if any, received or
                                    receivable by the Company as consideration
                                    for the issue of such Options or Convertible
                                    Securities, plus the minimum aggregate
                                    amount of additional consideration (as set
                                    forth in the instruments relating thereto,
                                    without regard to any provision contained
                                    therein for a subsequent adjustment of such
                                    consideration) payable to the Company upon
                                    the exercise of such Options or the
                                    conversion or exchange of such Convertible
                                    Securities, or in the case of Options for
                                    Convertible Securities, the exercise of such
                                    Options for Convertible Securities and the
                                    conversion or exchange of such Convertible
                                    Securities, by

                           (B)      the maximum number of shares of Common Stock
                                    (as set forth in the instruments relating
                                    thereto, without regard to any provision
                                    contained therein for a subsequent
                                    adjustment of such number) issuable upon the
                                    exercise of such Options or the conversion
                                    or exchange of such Convertible Securities.

         (f)      Certificate as to Adjustments. Upon the occurrence of each
                  adjustment or readjustment pursuant to this Section 11, the
                  Company at its expense shall promptly compute such adjustment
                  or readjustment in accordance with the terms hereof and
                  furnish to each Holder of this Warrant a certificate setting
                  forth such adjustment or readjustment and showing in detail
                  the facts upon which such adjustment or readjustment is based.
                  The Company shall, upon the written request, at any time, of
                  any such Holder, furnish or cause to be furnished to such
                  Holder a like certificate setting forth (i) such adjustments
                  and readjustments; (ii) the Exercise Price at the time in
                  effect; and (iii) the number of shares and the amount, if any,
                  of other property that at the time would be received upon the
                  exercise of the Warrant.

         (g)      No Impairment. The Company shall not, by amendment of its
                  Certificate of Incorporation or through any reorganization,
                  transfer of assets, consolidation, merger, dissolution, issue
                  or sale of securities or any other voluntary action, avoid or
                  seek to avoid the observance or performance of any of the
                  terms to be observed or performed hereunder by the Company,
                  but shall at all times in good faith assist in the carrying
                  out of all the provisions of this Section 11 and in the taking
                  of all such action as may be necessary or appropriate in order
                  to protect the rights of the Holder of this Warrant against
                  impairment.

         (h)      Anything to the contrary notwithstanding, in no event shall
                  the Exercise Price be reduced to an amount less than the then
                  par value of the Common Stock.

12.      REGISTRATION RIGHTS. Whenever the Company proposes to file a
         registration statement other than on Forms S-4 or S-8 (and any
         successors thereto) under the Act with respect to the Common Stock (a
         "Registration Statement") at any time and from time to time, prior to
         such filing it will give written notice to the Holder of its intention
         to do so. Upon the written request of the Holder given within twenty
         (20) days after the Company provides such notice (which request shall
         state the Holder's intended method of disposition of such shares),
         subject to the registration rights of preferred shareholders, the
         Company shall use commercially reasonable efforts to cause all Warrant
         Shares which the Company has


                                                                    Page 9 of 13
<PAGE>

December 7, 2001

         been requested by the Holder to register to be registered under the Act
         to the extent necessary to permit their sale or other disposition in
         accordance with the intended methods of distribution specified in the
         request of the Holder. If the registration for which the Company gives
         such notice is a registered public offering involving an underwriting,
         the Company shall so advise the Holder and the right of the Holder to
         include its Warrant Shares in such registration shall be conditioned
         upon the Holder's participation in such underwriting on the terms
         thereof, which terms, however, shall be no more onerous to the Holder
         than the terms applicable to all stockholders registering shares under
         the Registration Statement, and if the managing underwriter determines
         that marketing factors require a limitation of the number of shares to
         be underwritten, the number of Warrant Shares to be included in the
         Registration Statement shall be accordingly reduced.

         (a)      Registration Procedures. In connection with the filing by the
                  Company of a Registration Statement, the Company shall furnish
                  to the Holder a copy of the prospectus, including a
                  preliminary prospectus, in conformity with the requirements of
                  the Act. The Company shall use commercially reasonable efforts
                  to register or qualify the Warrant Shares covered by the
                  Registration Statement under the securities laws of each state
                  of the United States; provided, however, that the Company
                  shall not be required in connection with this Section 12(a) to
                  qualify as a foreign corporation or execute a general consent
                  to service of process in any jurisdiction. If the Company has
                  delivered preliminary or final prospectuses to the Holder and
                  after having done so the prospectus is amended or supplemented
                  to comply with the requirements of the Act, the Company shall
                  promptly notify the Holder and, if requested by the Company,
                  the Holder shall immediately cease making offers or sales of
                  shares under the Registration Statement and return all
                  prospectuses to the Company. The Company shall promptly
                  provide the Holder with revised or supplemented prospectuses
                  and, following receipt of the revised or supplemented
                  prospectuses, the Holder shall be free to resume making offers
                  and sales under the Registration Statement. The Company shall
                  pay the expenses incurred by it in complying with its
                  obligations under this Section 12, including all registration
                  and filing fees, exchange listing fees, fees and expenses of
                  counsel for the Company, and fees and expenses of accountants
                  for the Company, but excluding (i) any brokerage fees, selling
                  commissions or underwriting discounts incurred by the Holder
                  in connection with sales under the Registration Statement and
                  (ii) the fees and expenses of any counsel retained by Holder.

         (b)      Requirements of Holder. The Company shall not be required to
                  include any Warrant Shares in the Registration Statement
                  unless:

                  (i)      the Holder furnishes to the Company in writing such
                           information regarding the Holder and the proposed
                           sale of Warrant Shares by the Holder as the Company
                           may reasonably request in writing in connection with
                           the Registration Statement or as shall be required in
                           connection therewith by the U.S. Securities and
                           Exchange Commission or any state securities law
                           authorities;

                  (ii)     the Holder shall have provided to the Company its
                           written agreement:

                           (A)      to indemnify the Company and each of its
                                    directors and officers (collectively the
                                    "Company Indemnitees") against, and hold the
                                    Company Indemnitees harmless from, any
                                    losses, claims, damages, expenses or
                                    liabilities to which the Company Indemnitees
                                    may become subject by reason of any untrue


                                                                   Page 10 of 13
<PAGE>

December 7, 2001

                                    statement of a material fact contained in
                                    the Registration Statement or any omission
                                    to state therein a fact required to be
                                    stated therein or necessary to make the
                                    statements therein not misleading, insofar
                                    as such losses, claims, damages, expenses or
                                    liabilities arise out of, or are based upon,
                                    information furnished to the Company by the
                                    Holder for use in the Registration Statement
                                    or are in conformity with, a written
                                    statement by the Holder furnished pursuant
                                    to Section 12(b)(i); and

                           (B)      to report to the Company sales made pursuant
                                    to the Registration Statement.

                  (c)      Indemnification. The Company agrees to indemnify and
                           hold harmless the Holder against any losses, claims,
                           damages, expenses or liabilities to which Holder may
                           become subject by reason of any untrue statement of a
                           material fact contained in the Registration Statement
                           or any omission to state therein a fact required to
                           be stated therein or necessary to make the statements
                           therein not misleading, except insofar as such
                           losses, claims, damages, expenses or liabilities
                           arise out of or are based upon information furnished
                           to the Company by the Holder for use in the
                           Registration Statement or are in conformity with, a
                           written statement by the Holder furnished pursuant to
                           Section 12(b)(i).

                  (d)      Anything herein to the contrary notwithstanding, the
                           rights on the Holder contained in this Section 12
                           shall be subject in all respects to any registration
                           rights of holders of the Company's equity existing on
                           the Warrant Issue Date.

13.      GENERAL.

         (a)      Governing Law. This Warrant shall be governed by and construed
                  according to the laws of the State of Delaware.

         (b)      Delays or Omissions. No delay or omission to exercise any
                  right, power, or remedy accruing to either party upon any
                  breach or default under this Warrant, shall be deemed a waiver
                  of any other breach or default theretofore or thereafter
                  occurring. Any waiver, permit, consent, or approval of any
                  kind or character on the part of either party of any breach or
                  default under this Warrant, or any waiver on the part of
                  either party of any provisions or conditions of this Warrant,
                  must be in writing and signed by the party to be bound
                  thereby. All remedies, either under this Warrant or by law or
                  otherwise afforded to either of the parties, shall be
                  cumulative and not alternative.

         (c)      Captions. Captions of sections have been added only for
                  convenience and shall not be deemed to be a part of this
                  Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by an
officer thereunto duly authorized.

VISAER, INC.



By:
   -------------------------------------
     David J. Spellman, President


                                                                   Page 11 of 13
<PAGE>

December 7, 2001

                                     ANNEX I
                               NOTICE OF EXERCISE

TO: VISaer, Inc.:

(1)      The undersigned hereby irrevocably elects to purchase _____ shares of
         Common Stock of VISaer, Inc. pursuant to the terms of the attached
         Warrant, and tenders herewith payment of the purchase price for such
         shares in full consisting of $______ in lawful money of the United
         States; or the cancellation of such portion of the attached Warrant as
         is exercisable for a total of __________ Warrant Shares (using a Fair
         Market Value per share of Common Stock of $________ for purposes of
         this calculation).

(2)      In exercising this Warrant, the undersigned hereby confirms and
         acknowledges that the shares of Common Stock are being acquired solely
         for the account of the undersigned and not as a nominee for any other
         party, and for investment, and that the undersigned shall not offer,
         sell or otherwise dispose of any such shares of Common Stock except
         under circumstances that will not result in a violation of the
         Securities Act of 1933, as amended, or any state securities laws.

(3)      Please issue a certificate or certificates representing said shares of
         Common Stock, and pay any cash for any fractional share to:

<TABLE>
<CAPTION>
NAME                                         ADDRESS                                       NUMBER OF SHARES
<S>                                          <C>                                           <C>
</TABLE>

(4)      Please issue a new Warrant for the unexercised portion of the attached
         Warrant in the name of the undersigned and/or, if the undersigned has
         completed an Assignment Form in the form of Annex II to this Warrant,
         in such other names and amounts as is specified in such Assignment
         Form.



Dated:                                 Holder:
      ----------------------                  ---------------------------------

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                                                   Page 12 of 13
<PAGE>

December 7, 2001

                                    ANNEX II

                                 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 the within Warrant, with respect to the number of shares
of Common Stock set forth below:

and does hereby irrevocably constitute and appoint Attorney ___________________
to make such transfer on the books of VISaer, Inc. maintained for such purpose,
with full power of substitution in the premises.

<TABLE>
<CAPTION>
NAME                                         ADDRESS                                       NUMBER OF SHARES
<S>                                          <C>                                           <C>
</TABLE>

The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being acquired for investment and that the Assignee shall
not offer, sell or otherwise dispose of this Warrant or any shares of stock to
be issued upon exercise hereof except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended, or any state
securities laws.

Further, the Assignee has acknowledged that upon exercise of this Warrant, the
Assignee shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of stock so purchased are being
acquired for investment and not with a view toward distribution or resale.



Dated:                                 Holder:
      ----------------------                  ---------------------------------

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                                                   Page 13 of 13