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                                                                     EXHIBIT 2.5

                                                      Issue Date:  July 26, 2004

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND
QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN
OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT
SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

                                XOOM CORPORATION

                             STOCK PURCHASE WARRANT

      THIS CERTIFIES that WORLDQUEST NETWORKS, INC., a Delaware corporation (the
"Holder") is entitled, upon the terms and subject to the conditions hereinafter
set forth, at any time on or after the date of this Warrant and on or prior to
July 26, 2009 (the "Expiration Date"), to subscribe for and purchase, from XOOM
CORPORATION, a California corporation (the "Company"), 100,000 shares (the
"Shares") of common stock, no par value, of the Company (the "Common Stock") (or
other securities as to which purchase rights under this Warrant exist) (the
"Other Securities") at an exercise price of $0.05 per share (the "Exercise
Price"). The Exercise Price and the Shares purchasable hereunder are subject to
adjustment as set forth in Section 9.

1.    EXERCISE OF WARRANT.

      (a)   The purchase rights represented by this Warrant are exercisable by
the Holder, in whole or in part, at any time after the date hereof and before
the close of business on the Expiration Date, by the surrender of this Warrant
and the Notice of Exercise annexed hereto duly executed at the principal
executive 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), and upon payment of the Exercise
Price multiplied by the number of Shares specified in the Notice of Exercise
(the "Aggregate Exercise Price") (by cash or by check or bank draft payable to
the order of the Company); whereupon the Holder shall be entitled to receive a
certificate or certificates for the number of Shares so purchased. The Company
agrees that if at the time of the surrender of this Warrant and purchase of the
Shares, the Holder shall be entitled to exercise this Warrant, the Shares so
purchased shall be and be deemed to be issued to the 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 as aforesaid.

      (b)   In lieu of exercising this Warrant by payment of the Aggregate
Exercise Price pursuant to subsection (a) above, the Holder may elect to receive
Shares equal to the value of this Warrant (or the portion thereof being
exercised), at any time after the date hereof and before the close of business
on the Expiration Date, by surrender of this Warrant at the principal executive

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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), together with the Notice of Conversion
annexed hereto, in which event the Company will issue to the Holder Shares in
accordance with the following formula:

                 Y(A-B)
            X =  ------
                   A

      Where, X = the number of Shares to be issued to Holder;

             Y = the number of Shares for which the Warrant is being exercised;

             A = the fair market value of one Share; and

             B = the Exercise Price.

                  (i)   For purposes of this subsection (b), the fair market
      value of a Share is defined as follows:

                  (1)   if the exercise is in connection with an initial public
            offering of the Common Stock, and if the Company's registration
            statement relating to such offering has been declared effective by
            the Securities and Exchange Commission, then the fair market value
            shall be the initial "Price to Public" specified in the final
            prospectus with respect to the offering;

                  (2)   if the exercise is in connection with any of the
            transactions contemplated by Section 9(d), then the fair market
            value shall be the value received with respect to each share of
            Common Stock pursuant to such transaction; and

                  (3)   if there is no active public market, the fair market
            value shall be the value thereof, as determined in good faith by the
            Company's board of directors as of a date that is 15 days of the
            date as of which the determination is to be made.

2.    RESERVATION OF SHARES.

      The Company shall, at all times while this Warrant is exercisable, keep
reserved, out of its authorized Common Stock, a number of shares of Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
this Warrant. Immediately after the Expiration Date, however, no shares of
Common Stock shall be subject to reservation in respect of this Warrant.

3.    NONASSESSABLE.

      The Company covenants that all Shares which may be issued upon the
exercise of rights represented by this Warrant will, upon exercise of the rights
represented by this Warrant, be validly issued, fully paid and nonassessable and
free from all taxes, liens and charges in respect

                                      -2-

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of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue). Certificates for Shares purchased hereunder
shall be delivered to the Holder within a reasonable time after the date on
which this Warrant shall have been exercised as aforesaid.

4.    NO FRACTIONAL SHARES OR SCRIP.

      No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. With respect to any fraction of a
share called for upon the exercise of this Warrant, an amount equal to such
fraction multiplied by the then current price at which each Share may be
purchased hereunder shall be paid in cash to the Holder.

5.    CHARGES, TAXES AND EXPENSES.

      Issuance of certificates for Shares upon the exercise of this Warrant
shall be made without charge to the Holder 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.

6.    NO RIGHTS AS STOCKHOLDER.

      This Warrant does not entitle the Holder to any voting rights or other
rights as a stockholder of the Company prior to the exercise thereof.

7.    LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT.

      On receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, if requested by the Company, on delivery of an indemnity agreement
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.

8.    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, a Sunday
or a legal holiday, then such action may be taken or such right may be exercised
on the next succeeding day not a Saturday, Sunday or legal holiday.

9.    ADJUSTMENTS.

      The Exercise Price and the number of Shares purchasable hereunder are
subject to adjustment from time to time as follows:

      (a)   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 Shares or
Other Securities into the same or a different number of securities or any other
class or classes of securities, this Warrant shall thereafter represent the

                                      -3-

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right to acquire such number and kind of securities as would have been issuable
as the result of such change with respect to the Shares or Other 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 9.

      (b)   SUBDIVISION OR COMBINATION OF SHARES. In the event that the Company
shall at any time subdivide the Shares or Other Securities, or shall issue a
stock dividend on the Shares or Other Securities, the number of Shares or Other
Securities as to which purchase rights under this Warrant exist immediately
prior to such subdivision or to the issuance of such stock dividend shall be
proportionately increased, and the Exercise Price shall be proportionately
decreased, and in the event that the Company shall at any time combine the
Shares or Other Securities, the number of Shares or Other Securities as to which
purchase rights under this Warrant exist immediately prior to such combination
shall be proportionately decreased, and the Exercise Price shall be
proportionately increased, effective at the close of business on the date of
such subdivision, stock dividend or combination, as the case may be, and
retroactive to the record date, if any, for such event. In addition, the
aggregate number of shares of Common Stock reserved for issuance under this
Warrant shall also be increased or decreased, as appropriate.

      (c)   CASH DISTRIBUTIONS. No adjustment on account of cash dividends or
interest on the Shares or Other Securities will be made to the Exercise Price
under this Warrant.

      (d)   CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. In case the Company
after the date hereof (i) shall consolidate with or merge into any other Person
and shall not be the continuing or surviving corporation following the
consolidation or merger, or (ii) shall permit any other Person to consolidate
with or merge into the Company and the Company shall be the continuing or
surviving Person but, in connection with the consolidation or merger, the Common
Stock or Other Securities shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or (iii) shall
transfer all or substantially all of its properties or assets to any other
Person, then, and in the case of each such transaction, proper provision shall
be made so that, upon the basis and the terms and in the manner provided in this
Warrant, the holder of this Warrant, upon the exercise hereof at any time after
the consummation of the transaction, shall be entitled to receive (at the
Exercise Price in effect at the time of such consummation for all Common Stock
or Other Securities issuable upon exercise immediately prior to the
consummation), in lieu of the Common Stock or Other Securities issuable upon
exercise prior to the consummation, the amount of securities, cash or other
property to which the holder would actually have been entitled as a stockholder
upon such consummation if the holder had exercised the rights represented by
this Warrant (to the extent then exercisable pursuant to Section 1) immediately
prior thereto, subject to adjustments (subsequent to the consummation) as nearly
equivalent as possible to the adjustments provided for in this Section 9. As
used herein, the term "Person" means an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization, or a governmental entity (or any department,
agency, or political subdivision thereof).

                                      -4-

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10.   RESTRICTIONS ON TRANSFERABILITY OF SECURITIES.

      (a)   RESTRICTIONS ON TRANSFERABILITY. This Warrant and the Shares or
Other Securities issuable upon exercise of this Warrant (collectively the
"Securities") shall not be sold, assigned, transferred or pledged except upon
the conditions specified in this Section 10.

      (b)   RESTRICTIVE LEGEND. Each certificate representing the Securities and
any other securities issued in respect of the Securities upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event, shall
(unless otherwise permitted by the provisions of Section 10(c)) be stamped or
otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
      QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN
      FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN
      CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE
      SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
      AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED
      CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY
      COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE
      NOT REQUIRED.

      Each holder of Securities and each subsequent transferee consents to the
Company making a notation on its records and giving instructions to any transfer
agent of the Securities in order to implement the restrictions on transfer
established in this Section 10.

      (c)   NOTICE OF PROPOSED TRANSFERS. Each holder of a warrant or stock
certificate, as the case may be, representing the Securities, by acceptance
thereof, agrees to comply in all respects with the provisions of this Section
10(c). Such holder agrees not to make any disposition of all or any portion of
the Securities unless and until (i) there is then in effect a registration
statement under the Securities Act of 1933, as amended (the "1933 Act") covering
the Securities and such disposition is made in accordance with such registration
statement or (ii) such holder shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and if reasonably
requested by the Company, such holder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company that such disposition
will not require registration of such Securities under the 1933 Act.

11.   INVESTMENT REPRESENTATIONS AND COVENANTS OF THE HOLDER.

      With respect to the acquisition of any of the Securities, the Holder
hereby represents and warrants to the Company as follows:

      (a)   EXPERIENCE. The Holder is capable of evaluating the merits and risks
of its investment in the Company and has the capacity to protect its own
interests.

                                      -5-

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      (b)   INVESTMENT. The Holder is acquiring the Securities for investment
for its own account, not as a nominee or agent, and not with the view to, or for
resale in connection with, any distribution thereof. The Holder understands that
the Securities have not been, and will not be, registered under the 1933 Act by
reason of a specific exemption from the registration provisions of the 1933 Act,
the availability of which depends upon, among other things, the bona fide nature
of the investment intent and the accuracy of the Holder's representations as
expressed herein.

      (c)   RULE 144. The Holder acknowledges that the Securities must be held
indefinitely unless subsequently registered under the 1933 Act, or unless an
exemption from such registration is available. The Holder understands that the
Company is not under any obligation to register any of the Securities. The
Holder is aware of the provisions of Rule 144 promulgated under the 1933 Act
that permit limited resale of securities purchased in a private placement
subject to satisfaction of certain conditions.

      (d)   MARKET STANDOFF. The Holder hereby agrees that it will not, without
the prior written consent of the managing underwriter, during the period
commencing on the date of the final prospectus relating to the Company's initial
public offering and ending on the date specified by the Company and the managing
underwriter (such period not to exceed one hundred eighty (180) calendar days)
(i) lend, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any securities of the Company, including (without limitation) shares
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (whether now owned or hereafter acquired) or (ii)
enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any securities of the
Company, including (without limitation) shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (whether now
owned or hereafter acquired), whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of securities, in cash or
otherwise. The Holder agrees to execute an agreement(s) reflecting (i) and (ii)
above as may be requested by the managing underwriters at the time of the
initial public offering, and further agrees that the Company may impose stop
transfer instructions with its transfer agent in order to enforce the covenants
in (i) and (ii) above. The underwriters in connection with the Company's initial
public offering are intended third party beneficiaries of the covenants in this
subsection and shall have the right, power and authority to enforce such
covenants as though they were a party hereto.

12.   EARLY TERMINATION.

      The purchase rights represented by this Warrant shall terminate and be of
no further force and effect upon the first to occur of (a) the closing of the
Company's first firm commitment underwritten public offering of its Common Stock
or Other Securities pursuant to an effective registration statement under the
1933 Act, (b) the closing of any of the events contemplated by Section 9(d) of
this Warrant, subject to the rights of the Holder therein, and (c) violation of
the covenant not to compete set forth in Section 6(e) of that certain Stock
Purchase Agreement of even date herewith by and between the Company and the
Holder.

                                      -6-

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13.   NOTICES.

      In the event (i) the Company shall take a record of the holders of the
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, (ii) of any capital reorganization of
the Company, (iii) of any reclassification of the capital stock of the Company,
(iv) of any of the transactions contemplated by Section 9(d) of this Warrant or
(v) of any voluntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Holder 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 the Shares or Other
Securities at the time receivable upon the exercise of this Warrant shall be
entitled to exchange such Shares or Other Securities for the securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be
mailed at least thirty (30) days prior to the date therein specified.

14.   MISCELLANEOUS.

      (a)   ISSUE DATE. The provisions of this Warrant shall be construed and
shall be given effect in all respect as if it had been issued and delivered by
the Company on the date first set forth above.

      (b)   GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED IN ALL RESPECTS BY THE
LAWS OF THE STATE OF CALIFORNIA AS SUCH LAWS ARE APPLIED TO AGREEMENTS BETWEEN
CALIFORNIA RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN
CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS RULES.

      (c)   RESTRICTIONS. By acceptance hereof, the Holder acknowledges that the
Shares acquired upon the exercise of this Warrant may have restrictions upon
their resale imposed by state and federal securities laws.

      (d)   WAIVERS AND AMENDMENTS. This Warrant and any provisions hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the Holder and the Company.

      (e)   ASSIGNMENT. This Warrant may be assigned or transferred by the
Holder only with the prior written approval of the Company. This Warrant shall
be binding upon any successors or assigns of the Company.

      (f)   NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be delivered personally by hand or by
courier, mailed by United States first-class mail, postage prepaid, sent by
facsimile or sent by electronic mail directed to the party to be notified at the
address, facsimile number or electronic mail address indicated for

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such person on the signature page hereof, or at such other address or facsimile
number as such party may designate by ten (10) days' advance written notice to
the other parties hereto. All such notices and other communications shall be
deemed given upon personal delivery, on the date of mailing, upon confirmation
of facsimile transfer or when directed to the electronic mail address set forth
on signature page hereof. With respect to any notice given by the Company under
any provision of the California General Corporation Law or the Company's charter
or bylaws, the Holder agrees that such notice may given by facsimile or by
electronic mail.

      (g)   COUNTERPARTS. This Warrant may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one instrument.

                                      -8-

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

                                     XOOM CORPORATION,
                                     a California corporation

                                     By:
                                         ---------------------------------------
                                         Kevin E. Hartz, Chief Executive Officer

                                     Address:
                                     425 Brannan Street
                                     San Francisco, California 94107
                                     Facsimile:  (415) 777-8690

AGREED AND ACKNOWLEDGED:

WORLDQUEST NETWORKS, INC.,
a Delaware corporation

-----------------------------------
(Signature)

Victor E. Grijalva
-----------------------------------
(Print Name)

Vice President and Chief Financial Officer
------------------------------------------
(Title if signing of behalf of an entity)

Address:

WorldQuest Networks, Inc.
14911 Quorum Drive, Suite 140
Dallas, Texas 75254
Facsimile:  (972) 980-4453
Email: vgrijalva@wqn.com

<PAGE>

                               NOTICE OF EXERCISE

TO:   Xoom Corporation
      425 Brannan Street
      San Francisco, California 94107
      Attention:  Secretary

      1.    The undersigned hereby elects to purchase ______________ shares of
the common stock, no par value (the "Shares") of Xoom Corporation pursuant to
the terms of the attached Warrant, and tenders herewith payment of the Aggregate
Exercise Price (as defined in the Warrant) in full.

      2.    Please issue a certificate or certificates representing the Shares
in the name of the undersigned or in such other name as is specified below:

                    _________________________________________
                                  (Print Name)

                    Address:_________________________________

                    _________________________________________

      3.    The undersigned represents that the Shares are being acquired for
the account of the undersigned for investment only and not with a view to, or
for resale in connection with, the distribution thereof and that the undersigned
has no present intention of distributing or reselling such Shares.

Date:  __________________

                                   _________________________________________
                                   (Signature)

                                   _________________________________________
                                   (Print Name)

                                      -2-

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                              NOTICE OF CONVERSION

TO:   Xoom Corporation
      425 Brannan Street
      San Francisco, California 94107
      Attention:  Secretary

      1.    The undersigned hereby elects to convert the attached Warrant into
__________ shares of the common stock, no par value (the "Shares") of Xoom
Corporation pursuant to Section 1(b) of such Warrant, which conversion shall be
effected pursuant to the terms of the attached Warrant.

      2.    Please issue a certificate or certificates representing the Shares
in the name of the undersigned or in such other name as is specified below:

                    _________________________________________
                                  (Print Name)

                    Address:_________________________________

                    _________________________________________

      3.    The undersigned represents that the Shares are being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such Shares.

Date:  __________________

                                   _________________________________________
                                   (Signature)

                                   _________________________________________
                                   (Print Name)

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