THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

                          COMMON STOCK PURCHASE WARRANT

     To Purchase Shares of $0.01 Par Value Common Stock ("Common Stock") of

                                  NETGURU, INC.

         THIS CERTIFIES that, for value received, Shoreline Pacific Equity Ltd.
(the "Investor") is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after the date hereof and on or prior
to 8:00 p.m. New York City Time on March 9, 2003 (the "Termination Date"), but
not thereafter, to subscribe for and purchase from NETGURU, INC., a Delaware
corporation (the "Company"), 3,600 shares of Common Stock (the "Warrant Shares")
at an Exercise Price equal to 125% of the Closing Price (as defined in Section
12(a) below), (as adjusted from time to time pursuant to the terms hereof, the
"Exercise Price"). The Exercise Price and the number of shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein. This
Warrant is being issued in connection with the transfer by Shoreline Pacific
Institutional Finance ("Shoreline") to Investor of a portion of the warrant to
purchase 12,000 shares of Common Stock held by Shoreline and originally issued
to Shoreline in connection with the Securities Purchase Agreement dated March 8,
2000 (the "Purchase Agreement") entered into between the Company and Shoreline.
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed thereto in the Purchase Agreement.

         1. TITLE OF WARRANT. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with (a) the Assignment Form annexed hereto properly endorsed,
and (b) any other documentation reasonably necessary to satisfy the Company that
such transfer is in compliance with all applicable securities laws. The term
"Holder" shall refer to the Investor or any subsequent transferee of this
Warrant.

         2. AUTHORIZATION OF SHARES. The Company covenants that all shares of
Common Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant and
payment of the Exercise Price as set forth herein will be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue or otherwise specified
herein).

<PAGE>

         3. EXERCISE OF WARRANT.

                   (a) The Holder may exercise this Warrant, in whole or in
         part, at any time and from time to time, by delivering to the offices
         of the Company or any transfer agent for the Common Stock this Warrant,
         together with a Notice of Exercise in the form annexed hereto
         specifying the number of Warrant Shares with respect to which this
         Warrant is being exercised, together with payment to the Company of the
         Exercise Price therefor.

         In the event that the Warrant is not exercised in full, the number of
         Warrant Shares shall be reduced by the number of such Warrant Shares
         for which this Warrant is exercised and/or surrendered, and the
         Company, at its expense, shall within three (3) Trading Days (as
         defined below) issue and deliver to the Holder a new Warrant of like
         tenor in the name of the Holder or as the Holder (upon payment by
         Holder of any applicable transfer taxes) may request, reflecting such
         adjusted Warrant Shares.

         Certificates for shares of Common Stock purchased hereunder shall be
         delivered to the Holder hereof within two (2) Trading Days after the
         date on which this Warrant shall have been exercised as aforesaid. The
         Holder may withdraw its Notice of Exercise at any time if the Company
         fails to timely deliver the relevant certificates to the Holder as
         provided in this Agreement.

         In lieu of delivering physical certificates representing the Warrant
         Shares issuable upon conversion of this Warrant, provided the Company's
         transfer agent is participating in the Depository Trust Company ("DTC")
         Fast Automated Securities Transfer ("FAST") program, upon request of
         the Holder, the Company shall use its best efforts to cause its
         transfer agent to electronically transmit the Warrant Shares issuable
         upon exercise to the Holder, by crediting the account of the Holder's
         prime broker with DTC through its Deposit Withdrawal Agent Commission
         ("DWAC") system. The time periods for delivery described above shall
         apply to the electronic transmittals through the DWAC system. The
         Company agrees to coordinate with DTC to accomplish this objective.

                   (b) CASHLESS EXERCISE. Notwithstanding the foregoing
         provision regarding payment of the Exercise Price in cash, the Holder
         may elect to receive a reduced number of Warrant Shares in lieu of
         tendering the Exercise Price in cash. In such case, the number of
         Warrant Shares to be issued to the Holder shall be computed using the
         following formula:

                                  X = Y x (A-B)
                                        A

         where:   X = the number of Warrant Shares to be issued to the Holder;

                  Y = the number of Warrant Shares to be exercised under this
                  Warrant Certificate;

                  A = the Market Value (defined below) of one share of Common
                  Stock; and

                  B = the Exercise Price.

As used herein, "Market Value" refers to the closing bid price of the Common
Stock (as reported by Bloomberg, L.P.) on the day before the Notice of Exercise
and this Warrant are duly surrendered to the Company for a full or partial
exercise hereof. Notwithstanding the foregoing definition, if the Common Stock

                                      -2-
<PAGE>

is not listed on a national securities exchange or quoted in the Nasdaq System
at the time said Notice of Exercise is submitted to the Company in the foregoing
manner, the Market Value of the Common Stock shall be as reasonably determined
in good faith by the Board of Directors of the Company and such Holder, unless
the Company shall become subject to a merger, acquisition, or other
consolidation pursuant to which the Company is not the surviving entity, in
which case the Market Value of the Common Stock shall be deemed to be the value
received by the Company's common shareholders pursuant to the Company's
acquisition (subject to Section 12 below).

                   (c) The term "Trading Day" means (x) if the Common Stock is
         not listed on the New York or American Stock Exchange but sale prices
         of the Common Stock are reported on Nasdaq National Market or another
         automated quotation system, a day on which trading is reported on the
         principal automated quotation system on which sales of the Common Stock
         are reported, (y) if the Common Stock is listed on the New York Stock
         Exchange or the American Stock Exchange, a day on which there is
         trading on such stock exchange, or (z) if the foregoing provisions are
         inapplicable, a day on which quotations are reported by National
         Quotation Bureau Incorporated.

         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 issuance of a fractional share upon any exercise hereunder,
the Company will either round up to nearest whole number of shares or pay the
cash value of that fractional share calculated on the basis of the Fair Market
Value (as defined below).

         5. CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder of this Warrant or in such name or names as may be directed by the
Holder of this Warrant; provided, however, that in the event certificates for
shares of Common Stock are to be issued in a name other than the name of the
Holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder
hereof; and provided further, that the Company shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the
issuance of any Warrant certificates or any certificates for the Warrant Shares
other than the issuance of a Warrant Certificate to the Holder in connection
with the Holder's surrender of a Warrant Certificate upon the exercise of all or
less than all of the Warrants evidenced thereby.

         6. CLOSING OF BOOKS. The Company will at no time close its shareholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

         7. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. Subject to Section 12 of
this Warrant and the provisions of any other written agreement between the
Company and the Investor, the Investor shall not be entitled to vote or receive
dividends or be deemed the holder of Warrant Shares 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
Investor, as such, any of the rights of a stockholder of the Company or any

                                      -3-
<PAGE>

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 the
Warrant shall have been exercised as provided herein. However, at the time of
the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares so
purchased hereunder shall be deemed to be issued to such Holder as the record
owner of such shares as of the close of business on the date on which this
Warrant shall have been exercised.

         8. ASSIGNMENT AND TRANSFER OF WARRANT. This Warrant may be assigned by
the surrender of this Warrant and the Assignment Form annexed hereto duly
executed at the office of the Company (or such other office or agency of the
Company or its transfer agent as the Company may designate by notice in writing
to the registered Holder hereof at the address of such Holder appearing on the
books of the Company); provided, however, that this Warrant may not be resold or
otherwise transferred except (i) in a transaction registered under the
Securities Act of 1933, as amended (the "Act"), or (ii) in a transaction
pursuant to an exemption, if available, from registration under the Act and
whereby, if reasonably requested by the Company, an opinion of counsel
reasonably satisfactory to the Company is obtained by the Holder of this Warrant
to the effect that the transaction is so exempt. If this Warrant is duly
assigned in accordance with the terms hereof, then the Company agrees, upon the
request of the assignee, to amend or supplement promptly any effective
registration statement covering the Warrant Shares so that the direct assignee
of the original holder is added as a selling stockholder thereunder.

         9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT; EXCHANGE. The
Company represents warrants and covenants that (a) upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of any Warrant or stock certificate representing the Warrant Shares,
and in case of loss, theft or destruction, of indemnity reasonably satisfactory
to it, and (b) upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or
stock certificate of like tenor and dated as of such cancellation, in lieu of
this Warrant or stock certificate, without any charge therefor. This Warrant is
exchangeable at any time for an equal aggregate number of Warrants of different
denominations, as requested by the holder surrendering the same, or in such
denominations as may be requested by the Holder following determination of the
Exercise Price. No service charge will be made for such registration or
transfer, exchange or reissuance.

         10. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a legal
holiday.

         11. EFFECT OF CERTAIN EVENTS. If at any time while this Warrant or any
portion thereof is outstanding and unexpired there shall be a transaction (by
merger or otherwise) in which more than 50% of the voting power of the Company
is disposed of (collectively, a "Sale or Merger Transaction"), the Holder of
this Warrant shall have the right thereafter to purchase, by exercise of this
Warrant and payment of the aggregate Exercise Price in effect immediately prior
to such action, the kind and amount of shares and other securities and property
which it would have owned or have been entitled to receive after the happening
of such transaction had this Warrant been exercised immediately prior thereto,
subject to further adjustment as provided in Section 12.

                                      -4-
<PAGE>

         12. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The
number of and kind of securities purchasable upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as set forth
in this Section 12.

                   (a) SUBDIVISIONS, COMBINATIONS, STOCK DIVIDENDS AND OTHER
         ISSUANCES. If the Company shall, at any time while this Warrant is
         outstanding, (A) pay a stock dividend or otherwise make a distribution
         or distributions on any equity securities (including instruments or
         securities convertible into or exchangeable for such equity securities)
         in shares of Common Stock, (B) subdivide outstanding shares of Common
         Stock into a larger number of shares, or (C) combine outstanding Common
         Stock into a smaller number of shares, then each Affected Exercise
         Price (as defined below) shall be multiplied by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding before such event and the denominator of which shall be the
         number of shares of Common Stock outstanding after such event. Any
         adjustment made pursuant to this Section 12(a) shall become effective
         immediately after the record date for the determination of stockholders
         entitled to receive such dividend or distribution and shall become
         effective immediately after the effective date in the case of a
         subdivision or combination. As used herein, the Affected Exercise
         Prices (each an "Affected Exercise Price") shall refer to: (i) the
         Exercise Price and (ii) each reported price for the Common Stock on the
         Principal Market (as defined in the Purchase Agreement) occurring on
         any Trading Day included in the period used for determining the Closing
         Price, which Trading Day occurred before the record date in the case of
         events referred to in clause (A) of this subparagraph 12(a) and the
         effective date in the case of the events referred to in clauses (B) and
         (C) of this subparagraph 12(a). "Closing Price" shall mean (i) for the
         period after the 20th Trading Day following the Closing Date (as
         defined in the Purchase Agreement), the average of the lowest 5 closing
         bid prices of the Common Stock recorded on the Principal Market (as
         reported by the Bloomberg Financial Network or any successor reporting
         source) for the 20 Trading Days immediately following the Closing Date
         (as defined in the Purchase Agreement), and (ii) for the period on or
         before the 20th Trading Day following the Closing Date, the average of
         the 5 closing bid prices of the Common Stock recorded on the Principal
         Market (as reported by the Bloomberg financial network or any successor
         reporting service) on the 5 Trading Days immediately preceding the
         Closing Date. The number of shares which may be purchased hereunder
         shall be increased proportionately to any reduction in Exercise Price
         pursuant to this paragraph 12(a), so that after such adjustments the
         aggregate Exercise Price payable hereunder for the increased number of
         shares shall be the same as the aggregate Exercise Price in effect just
         prior to such adjustments.

                   (b) OTHER DISTRIBUTIONS. If at any time after the date hereof
         the Company distributes to holders of its Common Stock, other than as
         part of its dissolution, liquidation or the winding up of its affairs,
         any shares of its capital stock, any evidence of indebtedness or any of
         its assets (other than Common Stock), then the number of Warrant Shares
         for which this Warrant is exercisable shall be increased to equal: (i)
         the number of Warrant Shares for which this Warrant is exercisable

                                      -5-
<PAGE>

         immediately prior to such event, (ii) multiplied by a fraction, (A) the
         numerator of which shall be the Fair Market Value (as defined below)
         per share of Common Stock on the record date for the dividend or
         distribution, and (B) the denominator of which shall be the Fair Market
         Value price per share of Common Stock on the record date for the
         dividend or distribution minus the amount allocable to one share of
         Common Stock of the value (as jointly determined in good faith by the
         Board of Directors of the Company and the Holder) of any and all such
         evidences of indebtedness, shares of capital stock, other securities or
         property, so distributed. For purposes of this Warrant, "Fair Market
         Value" shall equal the 5 Trading Day average closing trading price of
         the Common Stock on the Principal Market (as defined in the Purchase
         Agreement) for the 5 Trading Days preceding the date of determination
         or, if the Common Stock is not listed or admitted to trading on any
         Principal Market, and the average price cannot be determined as
         contemplated above, the Fair Market Value of the Common Stock shall be
         as reasonably determined in good faith by the Company's Board of
         Directors and the Holder. The Exercise Price shall be reduced to equal:
         (i) the Exercise Price in effect immediately before the occurrence of
         any event (ii) multiplied by a fraction, (A) the numerator of which is
         the number of Warrant Shares for which this Warrant is exercisable
         immediately before the adjustment, and (B) the denominator of which is
         the number of Warrant Shares for which this Warrant is exercisable
         immediately after the adjustment.

                   (c) MERGER, ETC. If at any time after the date hereof there
         shall be a merger or consolidation of the Company with or into or a
         transfer of all or substantially all of the assets of the Company to
         another entity, then the Holder shall be entitled to receive upon or
         after such transfer, merger or consolidation becoming effective, and
         upon payment of the Exercise Price then in effect, the number of shares
         or other securities or property of the Company or of the successor
         corporation resulting from such merger or consolidation, which would
         have been received by the Holder for the shares of stock subject to
         this Warrant had this Warrant been exercised just prior to such
         transfer, merger or consolidation becoming effective or to the
         applicable record date thereof, as the case may be. The Company will
         not merge or consolidate with or into any other corporation, or sell or
         otherwise transfer its property, assets and business substantially as
         an entirety to another corporation, unless the corporation resulting
         from such merger or consolidation (if not the Company), or such
         transferee corporation, as the case may be, shall expressly assume in
         writing the due and punctual performance and observance of each and
         every covenant and condition of this Warrant to be performed and
         observed by the Company.

                   (d) RECLASSIFICATION, ETC. If at any time after the date
         hereof there shall be a reorganization or reclassification 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, then the Holder 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 or
         other securities or property resulting from such reorganization or
         reclassification, which would have been received by the Holder for the
         shares of stock subject to this Warrant had this Warrant at such time
         been exercised.

                                      -6-
<PAGE>

                   (e) EXERCISE PRICE ADJUSTMENT. In the event that the Company
         issues or sells any Common Stock or securities which are convertible
         into or exchangeable for its Common Stock or any convertible
         securities, or any warrants or other rights to subscribe for or to
         purchase or any options for the purchase of its Common Stock or any
         such convertible securities (other than shares or options issued or
         which may be issued pursuant to (i) the Company's current employee
         option plans or shares issued upon exercise of options, warrants or
         rights outstanding on the date of the Agreement and listed in the
         Company's most recent periodic report filed under the Exchange Act,
         (ii) arrangements with the Investor, (iii) an underwriting agreement,
         to one or more underwriters in connection with a bona fide public
         offering (as defined in the Certificate), or (iv) strategic
         acquisitions of other entities by the Company which engage in
         businesses related or complementary to the Company's business) at an
         effective price per share which is less than the greater of the
         Exercise Price then in effect or the Fair Market Value (as described in
         Section 12(b) above) of the Common Stock on the trading day next
         preceding such issue or sale, then in each such case, the Exercise
         Price in effect immediately prior to such issue or sale shall be
         reduced effective concurrently with such issue or sale to an amount
         determined by multiplying the Exercise Price then in effect by a
         fraction, (x) the numerator of which shall be the sum of (1) the number
         of shares of Common Stock outstanding immediately prior to such issue
         or sale, plus (2) the number of shares of Common Stock which the
         aggregate consideration received by the Company for such additional
         shares would purchase at such Fair Market Value or Exercise Price,
         whichever is greater, then in effect; and (y) the denominator of which
         shall be the number of shares of Common Stock of the Company
         outstanding immediately after such issue or sale.

         For the purposes of the foregoing adjustment, in the case of the
         issuance of any convertible securities, warrants, options or other
         rights to subscribe for or to purchase or exchange for, shares of
         Common Stock ("Convertible Securities"), the maximum number of shares
         of Common Stock issuable upon exercise, exchange or conversion of such
         Convertible Securities shall be deemed to be outstanding, provided that
         no further adjustment shall be made upon the actual issuance of Common
         Stock upon exercise, exchange or conversion of such Convertible
         Securities.

         The number of shares which may be purchased hereunder shall be
         increased proportionately to any reduction in Exercise Price pursuant
         to this paragraph 12(e), so that after such adjustments the aggregate
         Exercise Price payable hereunder for the increased number of shares
         shall be the same as the aggregate Exercise Price in effect just prior
         to such adjustments.

         In the event of any such issuance for a consideration which is less
         than such Fair Market Value and also less than the Exercise Price then
         in effect, than there shall be only one such adjustment by reason of
         such issuance, such adjustment to be that which results in the greatest
         reduction of the Exercise Price computed as aforesaid.

                   (f) (i) The terms of any reorganization, consolidation,
         merger, sale, transfer or share exchange shall include such terms so as
         to continue to give to the holder hereof the right to receive the
         securities or property set forth in this Section 12 upon any exercise
         following any such reclassification, consolidation, merger, sale,
         transfer or share exchange.

                                      -7-
<PAGE>

                       (ii) In the event of any adjustment in the number of
         Warrant Shares issuable hereunder upon exercise, the Exercise Price
         shall be inversely proportionately increased or decreased as the case
         may be, such that aggregate purchase price for Warrant Shares upon full
         exercise of this Warrant shall remain the same. Similarly, in the event
         of any adjustment in the Exercise Price, the number of Warrant Shares
         issuable hereunder upon exercise shall be inversely proportionately
         increased or decreased as the case may be, such that aggregate purchase
         price for Warrant Shares upon full exercise of this Warrant shall
         remain the same.

         13. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at its option,
at any time during the term of this Warrant, reduce but not increase the then
current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors of the Company.

         14. NOTICE OF ADJUSTMENT; NOTICE OF EVENTS. (i) Whenever the number of
Warrant Shares or number or kind of securities or other property purchasable
upon the exercise of this Warrant or the Exercise Price is adjusted, the Company
shall promptly mail to the Holder of this Warrant a notice setting forth the
number of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares after
such adjustment and setting forth the computation of such adjustment and a brief
statement of the facts requiring such adjustment. (ii) If: (A) the Company shall
declare a dividend (or any other distribution) on its Common Stock; or (B) the
Company shall declare a special nonrecurring cash dividend on or a redemption of
its Common Stock; or (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights; or (D) the approval of any
stockholders of the Company shall be required in connection with any
reclassification of the Common Stock of the Company, any consolidation or merger
to which the Company is a party, any sale or transfer of all or substantially
all of the assets of the Company, or any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or property; or (E) the
Company shall authorize the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then the Company shall cause to be mailed to each
Warrant holder at their last addresses as they shall appear upon the Warrant
register of the Company, at least 30 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the
date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding up.

                                      -8-
<PAGE>

         15. AUTHORIZED SHARES. The Company covenants that during the period the
Warrant is outstanding and exercisable, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any and all purchase rights under
this Warrant. The Company further covenants that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of
any applicable law, regulation, or rule of any applicable market or exchange.

         16. 9.99% LIMITATION.

                   (i) Notwithstanding anything to the contrary contained
         herein, the number of shares of Common Stock that may be acquired by
         the holder upon exercise pursuant to the terms hereof shall not exceed
         a number that, when added to the total number of shares of Common Stock
         deemed beneficially owned by such holder (other than by virtue of the
         ownership of securities or rights to acquire securities that have
         limitations on the holder's right to convert, exercise or purchase
         similar to the limitation set forth herein), together with all shares
         of Common Stock deemed beneficially owned by the holder's "affiliates"
         (as defined in Rule 144 of the Act) ("Aggregation Parties") that would
         be aggregated for purposes of determining whether a group under Section
         13(d) of the Securities Exchange Act of 1934 as amended, exists, would
         exceed 9.99% of the total issued and outstanding shares of the Common
         Stock (the "Restricted Ownership Percentage"); provided that (w) each
         holder shall have the right at any time and from time to time to reduce
         its Restricted Ownership Percentage immediately upon notice to the
         Company and (x) each holder shall have the right (subject to waiver) at
         any time and from time to time, to increase its Restricted Ownership
         Percentage immediately in the event of the announcement as pending or
         planned, of a transaction or event referred to in Section 5(m) of the
         Certificate.

                   (ii) Each time (a "Covenant Time") the holder or an
         Aggregation Party makes a Triggering Acquisition (as defined below) of
         shares of Common Stock (the "Triggering Shares"), the holder will be
         deemed to covenant that it will not, during the balance of the day on
         which such Triggering Acquisition occurs, and during the 61-day period
         beginning immediately after that day, acquire additional shares of
         Common Stock pursuant to rights-to-acquire existing at that Covenant
         Time, if the aggregate amount of such additional shares so acquired
         (without reducing that amount by any dispositions) would exceed (x)
         9.99% of the number of shares of Common Stock outstanding at that
         Covenant Time (including the Triggering Shares) minus (y) the number of
         shares of Common Stock actually owned by the holder at that Covenant
         Time (regardless of how or when acquired, and including the Triggering
         Shares). A "Triggering Acquisition" means the giving of a Notice of
         Exercise or any other acquisition of Common Stock by the holder or an
         Aggregation Party; provided, however, that with respect to the giving
         of such Notice of Exercise, if the associated issuance of shares of

                                      -9-
<PAGE>

         Common Stock does not occur, such event shall cease to be a Triggering
         Acquisition and the related covenant under this paragraph shall
         terminate. At each Covenant Time, the holder shall be deemed to waive
         any right it would otherwise have to acquire shares of Common Stock to
         the extent that such acquisition would violate any covenant given by
         the holder under this paragraph. Notwithstanding anything to the
         contrary in the Transaction Documents, in the event of a conflict
         between any covenant given under this paragraph and any obligation of
         the holder to exercise this Warrant pursuant to the Transaction
         Documents, the former shall supersede the latter, and the latter shall
         be reduced accordingly. For the avoidance of doubt:

                  (A)      The covenant to be given pursuant to this paragraph
                           will be given at every Covenant Time and shall be
                           calculated based on the circumstances then in effect.
                           The making of a covenant at one Covenant Time shall
                           not terminate or modify any prior covenants.

                  (B)      The holder may therefore from time to time be subject
                           to multiple such covenants, each one having been made
                           at a different Covenant Time, and some possibly being
                           more restrictive than others. The holder must comply
                           with all such covenants then in effect.

         17. COMPLIANCE WITH SECURITIES LAWS. (a) The Holder hereof acknowledges
that the Warrant Shares acquired upon the exercise of this Warrant, if not
registered (or if no exemption from registration exists), will have restrictions
upon resale imposed by state and federal securities laws. Each certificate
representing the Warrant Shares issued to the Holder upon exercise (if not
registered, for resale or otherwise, or if no exemption from registration
exists) will bear substantially the following legend:

                   THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                   REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
                   SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
                   EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
                   AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
                   BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
                   PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                   SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
                   IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
                   REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
                   APPLICABLE STATE SECURITIES LAWS.

                   (b) Without limiting the Investor's right to transfer, assign
         or otherwise convey the Warrant or Warrant Shares in compliance with
         all applicable securities laws, the Investor of this Warrant, by
         acceptance hereof, acknowledges that this Warrant and the Warrant
         Shares to be issued upon exercise hereof are being acquired solely for
         the Investor's own account and not as a nominee for any other party,
         and that the Investor will not offer, sell or otherwise dispose of this
         Warrant or any Warrant Shares to be issued upon exercise hereof except
         under circumstances that will not result in a violation of applicable
         federal and state securities laws.

                                      -10-
<PAGE>

         18. MISCELLANEOUS.

                   (a) ISSUE DATE; CHOICE OF LAW; VENUE; JURISDICTION. THE
         PROVISIONS OF THIS WARRANT SHALL BE CONSTRUED AND SHALL BE GIVEN EFFECT
         IN ALL RESPECTS AS IF IT HAD BEEN ISSUED AND DELIVERED BY THE COMPANY
         ON THE DATE HEREOF. THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS
         OR ASSIGNS OF THE COMPANY. THIS WARRANT WILL BE CONSTRUED AND ENFORCED
         IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
         EXCEPT FOR MATTERS ARISING UNDER THE ACT, WITHOUT REFERENCE TO
         PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES CONSENTS TO THE
         EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE
         COUNTY OF NEW YORK IN THE STATE OF NEW YORK IN CONNECTION WITH ANY
         DISPUTE ARISING UNDER THIS WARRANT AND HEREBY WAIVES, TO THE MAXIMUM
         EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION BASED
         ON FORUM NON CONVENIENS OR VENUE, TO THE BRINGING OF ANY SUCH
         PROCEEDING IN SUCH JURISDICTION. EACH PARTY HEREBY AGREES THAT IF THE
         OTHER PARTY TO THIS WARRANT OBTAINS A JUDGMENT AGAINST IT IN SUCH A
         PROCEEDING, THE PARTY WHICH OBTAINED SUCH JUDGMENT MAY ENFORCE SAME BY
         SUMMARY JUDGMENT IN THE COURTS OF ANY COUNTRY HAVING JURISDICTION OVER
         THE PARTY AGAINST WHOM SUCH JUDGMENT WAS OBTAINED, AND EACH PARTY
         HEREBY WAIVES ANY DEFENSES AVAILABLE TO IT UNDER LOCAL LAW AND AGREES
         TO THE ENFORCEMENT OF SUCH A JUDGMENT. EACH PARTY TO THIS WARRANT
         IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH PROCEEDING
         BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
         POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS IN ACCORDANCE WITH
         SECTION 18(c). NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO
         SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                   (b) MODIFICATION AND WAIVER. This Warrant and any provisions
         hereof may be changed, waived, discharged or terminated only by an
         instrument in writing signed by the party against which enforcement of
         the same is sought. Any amendment effected in accordance with this
         paragraph shall be binding upon the Investor, each future holder of
         this Warrant and the Company. 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 any such term, condition or provision.

                   (c) NOTICES. Any notice, request or other document required
         or permitted to be given or delivered to the Investor or future holders
         hereof or the Company shall be personally delivered or shall be sent by
         certified or registered mail, postage prepaid, to the Investor or each
         such holder at its address as shown on the books of the Company or to
         the Company at the address set forth in the Purchase Agreement. All
         notices under this Warrant shall be deemed to have been given when
         received.

                                      -11-
<PAGE>

A party may from time to time change the address to which notices to it are to
be delivered or mailed hereunder by notice in accordance with the provisions of
this Section 18(c).

                   (d) SEVERABILITY. Whenever possible, each provision of this
         Warrant shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Warrant is
         held to be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect the validity, legality or
         enforceability of any other provision of this Warrant in such
         jurisdiction or affect the validity, legality or enforceability of any
         provision in any other jurisdiction, but this Warrant shall be
         reformed, construed and enforced in such jurisdiction as if such
         invalid, illegal or unenforceable provision had never been contained
         herein.

                   (e) NO IMPAIRMENT. The Company will 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 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 in order
         to protect the rights of the Holder against impairment. Without
         limiting the generality of the foregoing, the Company (a) will not
         increase the par value of any Warrant Shares above the amount payable
         therefor on such exercise, and (b) will take all such action as may be
         reasonably necessary or appropriate in order that the Company may
         validly and legally issue fully paid and nonassessable Warrant Shares
         on the exercise of this Warrant.

                   (f) SPECIFIC ENFORCEMENT. The Company and the Holder
         acknowledge and agree that irreparable damage would occur in the event
         that any of the provisions of this Warrant were not performed in
         accordance with their specific terms or were otherwise breached. It is
         accordingly agreed that the parties shall he entitled to an injunction
         or injunctions to prevent or cure breaches of the provisions of this
         Warrant and to enforce specifically the terms and provisions hereof,
         this being in addition to any other remedy to which either of them may
         be entitled by law or equity.

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

Dated: January 30, 2001                      NETGURU, INC.

                                             By: /S/ Wayne L. Blair
                                                 -------------------------------
                                                 Name:  Wayne L. Blair
                                                 Title: Sr. Vice President & CFO

ATTEST:

/S/ Eric L. Christensen
------------------------------

                                      -12-
<PAGE>

                               NOTICE OF EXERCISE
                               ------------------


To:      NETGURU, INC.

(1) The undersigned hereby elects to exercise the attached Warrant for and to
purchase thereunder, ______ shares of Common Stock, [and herewith makes payment
therefor of $_______] or [and elects to utilize the cashless exercise provisions
of Section 3(b) of this Warrant, resulting in ______ shares of Common Stock
issuable hereunder].

(2) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                           _______________________________
                           (Name)

                           _______________________________
                           (Address)
                           _______________________________

(3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                                            ___________________________________
                                            (Name)

____________________                        ___________________________________
(Date)                                      (Signature)

                                            ___________________________________
                                            (Address)

Dated:

___________________________________
Signature

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is


________________________________________________________________.


________________________________________________________________


                                         Dated:  ______________,



              Holder's Signature:  _____________________________

              Holder's Address:    _____________________________

                                   _____________________________



Signature Guaranteed:  _________________________________________



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.