THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS.

                                  NETGURU, INC.

                          Common Stock Purchase Warrant
                                       to
                              Purchase 5,000 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                   Brett Flynn
                                42 East End Ave.
                              Shrewsbury, NJ 07702

by netGuru, Inc., a Delaware corporation (hereinafter called the "Company",
which term shall include its successors and assigns).

         FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company Five Thousand (5,000) fully paid and nonassessable
shares of Common Stock, $.01 par value per share (the "Common Stock"), at the
Exercise Price (as defined below) per share.

         This Warrant shall expire at the close of business on December 31, 2005
(the "Expiration Date").

         1.      (a) The right to purchase shares of Common Stock represented
by this Warrant may be exercised by the Holder, in whole or in part, by the
surrender of this Warrant (properly endorsed if required) at the principal
office of the Company at 22700 Savi Ranch Parkway, Yorba Linda, California 92887
(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), and upon payment to the Company, by cash or by certified check or bank
draft, of the Exercise Price for such shares. The Company agrees that the shares
of Common Stock so purchased shall be deemed to be issued to the Holder as the
record owner of such shares of Common Stock as of the close of business on the
date on which this Warrant shall have been surrendered and payment shall have
been made for such shares of Common Stock as aforesaid.

<PAGE>

Certificates for the shares of Common Stock so purchased (together with a cash
adjustment in lieu of any fraction of a share) shall be delivered to the Holder
within a reasonable time after the rights represented by this Warrant shall have
been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of shares of Common Stock, if any, with respect to which
this Warrant shall not then have been exercised, in all other respects identical
with this Warrant, shall also be issued and delivered to the Holder within such
time, or, at the request of the Holder, appropriate notation may be made on this
Warrant and the same returned to the Holder.

                  (b) This Warrant may be exercised to acquire, from and after
the date hereof, the number of shares of Common Stock set forth on the first
page hereof (subject to adjustments described in this Warrant); provided,
however, the right hereunder to purchase such shares of Common Stock shall
expire at the close of business on the Expiration Date.

         2. This Warrant is being issued by the Company pursuant to the terms of
a Letter Agreement dated November 27, 2000 relating to an investment in the
Company by Peter R. Kellogg (the "Letter Agreement").

         3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof (except to the extent
resulting from the Holder's own circumstances, actions or omissions). The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will have at
all times authorized, and reserved for the purpose of issue or transfer upon
exercise of the rights evidenced by this Warrant, a sufficient number of shares
of Common Stock to provide for the exercise of the rights represented by this
Warrant, and will procure at its sole expense upon each such reservation of
shares the listing thereof (subject to issuance or notice of issuance) on all
stock exchanges on which the Common Stock is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or inter-dealer trading system on which the Common Stock is then
traded. The Company will not take any action which would result in any
adjustment in the number of shares of Common Stock purchasable hereunder if the
total number of shares of Common Stock issuable pursuant to the terms of this
Warrant after such action upon full exercise of this Warrant and, together with
all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Restated Certificate of Incorporation, as
then amended.

         4. The Initial Exercise Price is $3.93 per share of Common Stock
("Initial Exercise Price"). The Initial Exercise Price shall be adjusted as
provided for below in this Section 4 (the Initial Exercise Price, and the
Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
"Exercise Price") and the Exercise Price from time to time shall be further
adjusted as provided for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by (i) multiplying the Exercise Price

                                       -2-

<PAGE>

in effect immediately prior to such adjustment by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment, and (ii)
dividing the product thereof by the Exercise Price resulting from such
adjustment. The Exercise Price shall be adjusted as follows:

                           (i) In the case of any amendment to the Company's
                  Restated Certificate of Incorporation to change the
                  designation of the Common Stock or the rights, privileges,
                  restrictions or conditions in respect to the Common Stock or
                  division of the Common Stock, this Warrant shall be adjusted
                  so as to provide that upon exercise thereof, the Holder shall
                  receive, in lieu of each share of Common Stock theretofore
                  issuable upon such exercise, the kind and amount of shares,
                  other securities, money and property receivable upon such
                  designation, change or division by the Holder issuable upon
                  such exercise had the exercise occurred immediately prior to
                  such designation, change or division. This Warrant shall be
                  deemed thereafter to provide for adjustments which shall be as
                  nearly equivalent as may be practicable to the adjustments
                  provided for in this Section 4. The provisions of this
                  Subsection 4(i) shall apply in the same manner to successive
                  reclassifications, changes, consolidations and mergers.

                           (ii) If the Company shall at any time subdivide its
                  outstanding shares of Common Stock into a greater number of
                  shares of Common Stock, or declare a dividend or make any
                  other distribution upon the Common Stock payable in shares of
                  Common Stock, the Exercise Price in effect immediately prior
                  to such subdivision or dividend or other distribution shall be
                  proportionately reduced, and conversely, in case the
                  outstanding shares of Common Stock shall be combined into a
                  smaller number of shares of Common Stock, the Exercise Price
                  in effect immediately prior to such combination shall be
                  proportionately increased.

                           (iii) If any capital reorganization or
                  reclassification of the capital stock of the Company, or any
                  consolidation or merger of the Company with or into another
                  corporation or other entity, or the sale of all or
                  substantially all of the Company's assets to another
                  corporation or other entity shall be effected in such a way
                  that holders of shares of Common Stock shall be entitled to
                  receive stock, securities, other evidence of equity ownership
                  or assets with respect to or in exchange for shares of Common
                  Stock, then, as a condition of such reorganization,
                  reclassification, consolidation, merger or sale (except as
                  otherwise provided below in this Section 4), lawful and
                  adequate provisions shall be made whereby the Holder shall
                  thereafter have the right to receive upon the exercise hereof
                  upon the basis and upon the terms and conditions specified
                  herein, such shares of stock, securities, other evidence of
                  equity ownership or assets as may be issued or payable with
                  respect to or in exchange for a number of outstanding shares
                  of such Common Stock equal to the number of shares of Common
                  Stock immediately theretofore purchasable and receivable upon
                  the exercise of this Warrant under this Section 4 had such
                  reorganization, reclassification, consolidation, merger or
                  sale not taken place, and in any such case appropriate
                  provisions shall be made with respect to the rights and
                  interests of the Holder to the end that the provisions hereof

                                       -3-

<PAGE>

                  (including, without limitation, provisions for adjustments of
                  the Exercise Price and of the number of shares of Common Stock
                  receivable upon the exercise of this Warrant) shall thereafter
                  be applicable, as nearly as may be, in relation to any shares
                  of stock, securities, other evidence of equity ownership or
                  assets thereafter deliverable upon the exercise hereof
                  (including an immediate adjustment, by reason of such
                  consolidation or merger, of the Exercise Price to the value
                  for the Common Stock reflected by the terms of such
                  consolidation or merger if the value so reflected is less than
                  the Exercise Price in effect immediately prior to such
                  consolidation or merger). Subject to the terms of this
                  Warrant, in the event of a merger or consolidation of the
                  Company with or into another corporation or other entity as a
                  result of which the number of shares of common stock of the
                  surviving corporation or other entity issuable to holders of
                  Common Stock, is greater or lesser than the number of shares
                  of Common Stock outstanding immediately prior to such merger
                  or consolidation, then the Exercise Price in effect
                  immediately prior to such merger or consolidation shall be
                  adjusted in the same manner as though there were a subdivision
                  or combination of the outstanding shares of Common Stock.

                           (iv) In case the Company shall, at any time prior to
                  exercise of this Warrant, consolidate or merge with any other
                  corporation or other entity (where the Company is not the
                  surviving entity) or transfer all or substantially all of its
                  assets to any other corporation or other entity, then the
                  Company shall, as a condition precedent to such transaction,
                  cause effective provision to be made so that the Holder of
                  this Warrant upon the exercise of this Warrant after the
                  effective date of such transaction shall be entitled to
                  receive the kind and amount of shares, evidences of
                  indebtedness and/or other securities or property receivable on
                  such transaction by a holder of the number of shares of Common
                  Stock as to which this Warrant was exercisable immediately
                  prior to such transaction (without giving effect to any
                  restriction upon such exercise); and, in any such case,
                  appropriate provision shall be made with respect to the rights
                  and interest of the Holder of this Warrant to the end that the
                  provisions of this Warrant shall thereafter be applicable (as
                  nearly as may be practicable) with respect to any shares,
                  evidences of indebtedness or other securities or assets
                  thereafter deliverable upon exercise of this Warrant.

         Whenever the Exercise Price shall be adjusted pursuant to this Section
4, the Company shall issue a certificate signed by its President or Vice
President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), and the Exercise
Price after giving effect to such adjustment, and shall cause copies of such
certificates to be mailed (by first-class mail, postage prepaid) to the Holder
of this Warrant.

         No fractional shares of Common Stock shall be issued in connection with
any exercise of this Warrant, but in lieu of such fractional shares, the Company
shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.


         5. The Holder shall, with respect to the shares of Common Stock
issuable upon the exercise of this Warrant, have the registration rights set
forth in this Section 5.

                                       -4-

<PAGE>

         5.1 On or before December 8, 2000, the Company shall, at its sole cost
and expense, file a registration statement on the appropriate form under the
1933 Act with the SEC covering all of the shares of Common Stock underlying the
Warrant (referred to in this Section 5 as the "Registrable Securities")
purchased by Holder (referred to in this Section 5 as the "Registered Holder")
pursuant to this Warrant. The Company will use its best efforts to have such
registration statement declared effective as soon as possible after filing, and
to keep such registration statement current and effective until December 31,
2005 or until such earlier date as all of the Registrable Securities registered
pursuant to such registration statement shall have been sold.

         5.2 If the Company effects any registration under the 1933 Act of any
Registrable Securities pursuant to Section 5.1, the Company shall indemnify, to
the extent permitted by law, and hold harmless any person or entity whose
Registrable Securities are included in such registration statement (each, a
"Seller"), any underwriter, any officer, director, affiliate, shareholder,
employee or agent of such underwriter, and each other person, if any, who
controls such underwriter within the meaning of Section 15 of the 1933 Act,
against any losses, claims, damages, liabilities, judgment, fines, penalties,
costs and expenses, joint or several, or actions in respect thereof
(collectively, the "Claims"), to which each such indemnified party becomes
subject, under the 1933 Act or otherwise, insofar as such Claims arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the registration statement or prospectus or any amendment or
supplement thereto or any document filed under a state securities or blue sky
law (collectively, the "Registration Documents") or insofar as such Claims arise
out of or are based upon the omission or alleged omission to state in any
Registration Document a material fact required to be stated therein or necessary
to make the statements made therein not misleading, and will reimburse any such
indemnified party for any other legal or other expenses reasonably incurred by
such indemnified party in investigating or defending any such Claim; provided
that the Company shall not be liable in any such case to a particular
indemnified party to the extent such Claim is based upon an untrue statement or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact made in any Registration Document in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such indemnified party specifically for use in the preparation of such
Registration Document.

         5.3 In connection with any registration statement in which Seller is
participating, Seller shall indemnify, to the extent permitted by law, and hold
harmless the Company, each of its directors, each of its officers who have
signed the registration statement, each other person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act, each other Seller and
each underwriter, any officer, director, affiliate, shareholder, employee or
agent of any such other Seller or underwriter and each other person, if any, who
controls such other Seller or underwriter within the meaning of Section 15 of
the 1933 Act against any Claims to which each such indemnified party may become
subject under the 1933 Act or otherwise, insofar as such Claims (or actions in
respect thereof) are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Document, or insofar as any
Claims are based upon the omission or alleged omission to state in any
Registration Document a material fact required to be stated therein or necessary
to make the statements made therein not misleading, and will reimburse any such

                                       -5-

<PAGE>

indemnified party for any legal or other expenses reasonably incurred by such
indemnified party in investigating or defending any such Claim; provided,
however, that such indemnification or reimbursement shall be payable only if,
and to the extent that, any such Claim arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Registration Document in reliance upon and in conformity with written
information furnished to the Company by the Seller specifically for use in the
preparation thereof.

         5.4 Any person entitled to indemnification under Section 5.2 or 5.3
above shall notify promptly the indemnifying party in writing of the
commencement of any Claim if a claim for indemnification in respect thereof is
to be made against an indemnifying party under this Section 5.4, but the
omission of such notice shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise than under
Section 5.2 or 5.3 above, except to the extent that such failure shall
materially adversely affect any indemnifying party or its rights hereunder. In
case any action is brought against the indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it chooses, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party;
and, after notice from the indemnifying party to the indemnified party that it
so chooses, the indemnifying party shall not be liable for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof; provided, however, that (i) if the indemnifying party fails to
take reasonable steps necessary to defend diligently the Claim within twenty
(20) days after receiving notice from the indemnified party that the indemnified
party believes it has failed to do so; (ii) if the indemnified party who is a
defendant in any action or proceeding which is also brought against the
indemnifying party reasonably shall have concluded that there are legal defenses
available to the indemnified party which are not available to the indemnifying
party; or (iii) if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct, the
indemnified party shall have the right to assume or continue its own defense as
set forth above (but with no more than one firm of counsel for all indemnified
parties, except to the extent any indemnified party or parties reasonably shall
have concluded that there are legal defenses available to such party or parties
which are not available to the other indemnified parties or to the extent
representation of all indemnified parties by the same counsel is otherwise
inappropriate under applicable standards of professional conduct) and the
indemnifying party shall be liable for any reasonable expenses therefor;
provided, that no indemnifying party shall be subject to any liability for any
settlement of a Claim made without its consent (which may not be unreasonably
withheld, delayed or conditioned). If the indemnifying party assumes the defense
of any Claim hereunder, such indemnifying party shall not enter into any
settlement without the consent of the indemnified party if such settlement
attributes liability to the indemnified party.


         5.5 If for any reason the indemnity provided in Section 5.2 or 5.3
above is unavailable, or is insufficient to hold harmless, an indemnified party,
then the indemnifying party shall contribute to the amount paid or payable by
the indemnified party as a result of any Claim in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
on the one hand and the indemnified party on the other from the transactions
contemplated by this Agreement. If, however, the allocation provided in the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the indemnifying party and the
indemnified party as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the

                                       -6-

<PAGE>

indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable in respect of any Claim shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim.
Notwithstanding the foregoing, no underwriter or controlling person thereof, if
any, shall be required to contribute, in respect of such underwriter's
participation as an underwriter in the offering, any amount in excess of the
amount by which the total price at which the Registrable Securities underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The obligation
of any underwriters to contribute pursuant to this Section 5.5 shall be several
in proportion to their respective underwriting commitments and not joint.

         5.6 The provisions of Sections 5.2 through 5.5 of this Agreement shall
be in addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made or
omitted by or on behalf of any indemnified party and shall survive the transfer
of the Registrable Securities by any such party.


         5.7 If and whenever the Company is required by the provisions of this
Section 5 to use its best efforts to register any Registrable Securities under
the 1933 Act, the Company shall, as expeditiously as possible under the
circumstances and subject to the terms of this Section 5:

                  (a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective as soon as possible after filing
and remain effective.

                  (b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement current and
effective and to comply with the provisions of the 1933 Act, and any regulations
promulgated thereunder, with respect to the sale or disposition of all
Registrable Securities covered by the registration statement required to effect
the distribution of the securities, but in no event shall the Company be
required to do so after December 31, 2002.

                  (c) Furnish to the Sellers participating in the offering,
copies (in reasonable quantities) of summary, preliminary, final, amended or
supplemented prospectuses, in conformity with the requirements of the 1933 Act
and any regulations promulgated thereunder, and other documents as reasonably
may be required in order to facilitate the disposition of the securities, but
only while the Company is required under the provisions hereof to keep the
registration statement current.

                                       -7-

<PAGE>

                  (d) Use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions of the United States as the
Sellers participating in the offering shall reasonably request, and do any and
all other acts and things which may be reasonably necessary to enable each
participating Seller to consummate the disposition of the Registrable Securities
in such jurisdictions.

                  (e) Notify each Seller selling Registrable Securities, at any
time when a prospectus relating to any such Registrable Securities covered by
such registration statement is required to be delivered under the 1933 Act, of
the Company's becoming aware that the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing, and promptly prepare and furnish to each such Seller selling
Registrable Securities a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing.

                  (f) As soon as practicable after the effective date of the
registration statement, and in any event within eighteen (18) months thereafter,
make generally available to Sellers participating in the offering an earnings
statement (which need not be audited) covering a period of at least twelve (12)
consecutive months beginning after the effective date of the registration
statement which earnings statement shall satisfy the provisions of Section 11(a)
of the 1933 Act, including, at the Company's option, Rule 158 thereunder. To the
extent that the Company files such information with the SEC in satisfaction of
the foregoing, the Company need not deliver the above referenced earnings
statement to Seller.

                  (g) Upon request, deliver promptly to counsel of each Seller
participating in the offering copies of all correspondence between the SEC and
the Company, its counsel or auditors and all memoranda relating to discussions
with the SEC or its staff with respect to the registration statement and permit
each such Seller to do such investigation at such Seller's sole cost and
expense, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary.
Each Seller agrees that it will use its best efforts not to interfere
unreasonably with the Company's business when conducting any such investigation
and each Seller shall keep any such information received pursuant to this
Section confidential.

                  (h) Provide a transfer agent located in the United States for
all such Registrable Securities covered by such registration statement not later
than the effective date of such registration statement.

                                       -8-

<PAGE>

                  (i) List the Registrable Securities covered by such
registration statement on such exchanges and/or on Nasdaq or the NASD's OTC
Bulletin Board as the Common Stock is then currently listed upon.

                  (j) Pay all Registration Expenses (as defined herein) incurred
in connection with a registration of Registrable Securities, whether or not such
registration statement shall become effective; provided that each Seller shall
pay all underwriting discounts, commissions and transfer taxes, and their own
counsel fees, if any, relating to the sale or disposition of such Seller's
Registrable Securities pursuant to a registration statement. As used herein,
"Registration Expenses" means any and all reasonable and customary expenses
incident to performance of or compliance with the registration rights set forth
herein, including, without limitation, (i) all SEC and stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses of complying with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for the underwriters in
connection with blue sky qualifications of the Registrable Securities but no
other expenses of the underwriters or their counsel), (iii) all printing,
messenger and delivery expenses, and (iv) the reasonable fees and disbursements
of counsel for the Company and the Company's independent public accountants.


         5.8 The Company acknowledges that there is no adequate remedy at law
for failure by it to comply with the provisions of this Section 5 and that such
failure would not be adequately compensable in damages, and therefore agrees
that its agreements contained in this Section 5 may be specifically enforced. In
the event that the Company shall fail to keep any registration statement
effective as provided in this Section 5 or otherwise fails to comply with its
obligations and agreements in this Section 5, then, in addition to any other
rights or remedies the Registered Holder may have at law or in equity, including
without limitation, the right of rescission, the Company shall indemnify and
hold harmless the Registered Holder from and against any and all manner or loss
which he may incur as a result of such failure. In addition, the Company shall
also reimburse the Registered Holder for any and all reasonable legal fees and
expenses incurred by him in successfully enforcing his rights pursuant to this
Section 5, regardless of whether any litigation was commenced.


         6. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.


         7. The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified. The term "Common Stock" shall mean and include the
Company's Common Stock, $.01 par value per share, authorized on the date of the
original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character referred to in Section 4 hereof, the stock, securities or assets
provided for in such paragraph. The term "Company" shall also include any
successor corporation to netGuru, Inc. by merger, consolidation or otherwise.
The term "outstanding" when used with reference to Common Stock shall mean at
any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of the Company. The term "1933 Act" shall mean the Securities Act of

                                       -9-

<PAGE>

1933, as amended, or any successor federal statute, and the rules and
regulations of the Securities and Exchange Commission, or any other federal
agency then administering the 1933 Act, thereunder, all as the same shall be in
effect at the time.

         8. This Warrant is exchangeable, upon the surrender hereby by the
Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.

         9. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a shareholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

         10. This Warrant, together with the Letter Agreement, sets forth the
entire agreement of the Company and the Holder of the Common Stock issuable upon
the exercise of this Warrant with respect to the rights of the Holder and the
Common Stock issuable upon the exercise of this Warrant.

         11. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
California, without regard to choice of law principles.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal and dated as of November
27, 2000.

                                      NETGURU, INC.

                                      By: /s/ Amrit K. Das
                                          -------------------------------------
                                          Amrit K. Das, Chief Executive Officer


                                      -10-