<PAGE>

                                                                    Exhibit 4.14

                                    WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR SKYLYNX COMMUNICATIONS, INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                              WARRANT TO PURCHASE

                            SHARES OF COMMON STOCK

                                      OF

                         SkyLynx Communications, Inc.

           Subject to Section 1 hereof, expires on February 11, 2003

No.:  W-HCW-1
Number of Shares: 400,000                    Date of Issuance: February 11, 2000

     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, SkyLynx Communications, Inc., a Delaware corporation (together with
its successors and assigns, the "Issuer"), hereby certifies that H.C. Wainwright
& Co., Inc., located at 245 Park Avenue, 44th Floor, New York, New York 10167,
or its registered permitted assigns is entitled to subscribe for and purchase,
during the period specified in this Warrant, up to 400,000 shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.  Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 7 hereof.

     1.   Term.  The right to subscribe for and purchase shares of Warrant Stock
represented hereby shall commence on the date of issuance of this Warrant and
shall expire at  5:00 p.m., California Time, on February 11, 2003 (the "Initial
Term"), provided, that, if at the date of the expiration of the Initial Term,
(A) the Warrant Stock shall not be listed on the OTC Bulletin Board, the Nasdaq
SmallCap Market, the Nasdaq National Market, The New York Stock Exchange, Inc.
or The American Stock Exchange, Inc. or (B) the Issuer shall not have sufficient
shares of Warrant Stock issuable upon a full exercise of this Warrant, then the
Initial Term shall be extended until such date on which none of the foregoing
events shall exist (the Initial Term, as such may be extended, being hereinafter
called the "Term").

     2.   Method of Exercise Payment:  Issuance of New Warrant:  Transfer and
Exchange.

     (a)  Time of Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part at any time and from time to time during the
Term.

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     (b)  Method of Exercise.  The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at the Holder's election (i) in cash by certified or official
bank check, (ii) at any time on or after the Original Issue Date through the
date on or before the date any registration statement covering the resale of the
Warrant Stock has been declared effective by the Securities and Exchange
Commission by surrender to the Issuer for cancellation of a portion of this
Warrant representing that number of unissued shares of Warrant Stock which is
equal to the quotient obtained by dividing (A) the product obtained by
multiplying the Warrant Price by the number of shares of Warrant Stock being
purchased upon such exercise by (B) the difference obtained by subtracting the
Warrant Price from the Per Share Market Value as of the date of such exercise,
or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.  In any case where the consideration payable upon such
exercise is being paid in whole or in part pursuant to the provisions of clause
(ii) of this subsection (b), such exercise shall be accompanied by written
notice from the Holder of this Warrant specifying the manner of payment thereof
and containing a calculation showing the number of shares of Warrant Stock with
respect to which rights are being surrendered thereunder and the net number of
shares to be issued after giving effect to such surrender.

     (c)  Issuance of Stock Certificates.  In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
Holder of the shares of Warrant Stock so purchased as of the date of such
exercise, and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

     (d)  Transferability of Warrant.  Subject to the provisions of subsection
(e) of this Section 2, this Warrant may be transferred by the Holder without the
consent of the Issuer.  If transferred pursuant to this paragraph, and subject
to the provisions of subsection (e) of this Section 2, this Warrant may be
transferred on the books of the Issuer by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant at the principal office of
the Issuer, properly endorsed (by the Holder executing an assignment in the form
attached hereto) and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer.  This Warrant is exchangeable at
the principal office of the Issuer for Warrants for the purchase of the same
aggregate number of shares of Warrant Stock, each new Warrant to represent the
right to purchase such number of shares of Warrant Stock as the Holder hereof
shall designate at the time of such exchange.  All Warrants issued on transfers
or exchanges shall be dated the Original Issue Date and shall be identical with
this Warrant except as to the number of shares of Warrant Stock issuable
pursuant hereto.

     (e)  Compliance with Securities Laws.

          (i)   The Holder of this Warrant, by acceptance hereof, acknowledges
that this Warrant and the shares of Warrant Stock to be issued upon exercise
hereof are being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment, and that the Holder will not
offer, sell, transfer or otherwise dispose of this Warrant or any shares of
Warrant Stock to be issued upon exercise hereof except pursuant to an effective
registration

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<PAGE>

statement, or an exemption from registration, under the Securities Act and any
applicable state securities laws.

          (ii)  Except as provided in paragraph (iii) below, this Warrant and
all certificates representing shares of Warrant Stock issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the
following form:

          THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR SKYLYNX COMMUNICATIONS, INC. SHALL
HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

          (iii) The restrictions imposed by this subsection (e) upon the
transfer of this Warrant and the shares of Warrant Stock to be purchased upon
exercise hereof shall terminate (A) when such securities shall have been
effectively registered under the Securities Act, (B) upon the Issuer's receipt
of an opinion of counsel, in form and substance reasonably satisfactory to the
Issuer, addressed to the Issuer to the effect that such restrictions are no
longer required to ensure compliance with the Securities Act or (C) upon the
Issuer's receipt of other evidence reasonably satisfactory to the Issuer that
such registration is not required.  Whenever such restrictions shall cease and
terminate as to any such securities, the Holder thereof shall be entitled to
receive from the Issuer (or its transfer agent and registrar), without expense
(other than applicable transfer taxes, if any), new Warrants (or, in the case of
shares of Warrant Stock, new stock certificates) of like tenor not bearing the
applicable legends required by paragraph (ii) above relating to the Securities
Act and state securities laws.

     3.   Stock Fully Paid:  Reservation and Listing of Shares:  Covenants.

     (a)  Stock Fully Paid.  The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer.  The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a number of shares of Common Stock equal to at least
100% of the aggregate number of shares of Warrant Stock issuable upon the
exercise of the Warrant.

     (b)  Reservation.  If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified. If the Issuer shall list
any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon

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the exercise of this Warrant if at the time any securities of the same class
shall be listed on such securities exchange or market by the Issuer.

     (c)  Covenants.  The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other 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 actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment.  Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect in any way the powers,
preferences or relative participating, optional or other special rights of the
Common Stock or which would adversely affect the rights of the Holder of this
Warrant, (iii) take all such action as may be reasonably necessary in order that
the Issuer may validly and legally issue fully paid and nonassessable shares of
Common Stock, free and clear of any liens, claims, encumbrances and restrictions
(other than as provided herein) upon the exercise of this Warrant, and (iv) use
its best efforts to obtain all such authorizations, exemptions or consents from
any public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

     (d)  Loss, Theft, Destruction of Warrants.  Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     (e)  Registration Under Securities Act.  The Company agrees to register for
resale the shares of Warrant Stock as part of the registration statement to be
filed by the Company to register for resale the shares of Common Stock
underlying the Series F Convertible Preferred Stock sold to investors pursuant
to the Series F Convertible Stock Purchase Agreement dated February 2, 2000.

     4.   Adjustment of Warrant Price and Warrant Share Number.  The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events as follows:

     (a)  Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

          (i)   In case the Issuer after the Original Issue Date shall do any of
the following (each, a "Triggering Event"):  (a) consolidate with or merge into
any other Person and the Issuer shall not be the continuing or surviving
corporation of such consolidation or merger; provided, however, that a merger
                                             --------  -------
for the sole purpose of effecting a change in domicile of the Issuer from one
state to another shall not be deemed a Triggering Event, or (b) permit any other
Person to consolidate with or merge into the Issuer and the Issuer shall be the
continuing or surviving Person but, in connection with such consolidation or
merger, any Capital Stock of the Issuer shall be changed into or exchanged for
Securities of any other Person or cash or any other property, or (c) transfer
all or substantially all of its properties or assets to any other Person, or (d)
effect a capital reorganization or reclassification of its Capital Stock, then,
and in the case of each such Triggering Event, 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 shall be entitled (x) upon the exercise hereof at any
time after the consummation of such Triggering Event, to the extent

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this Warrant is not exercised prior to such Triggering Event, or is redeemed in
connection with such Triggering Event, to receive at the Warrant Price in effect
at the time immediately prior to the consummation of such Triggering Event in
lieu of the Common Stock issuable upon such exercise of this Warrant prior to
such Triggering Event, the Securities, cash and property to which the Holder
would have been entitled upon the consummation of such Triggering Event if the
Holder had exercised the rights represented by this Warrant immediately prior
thereto, subject to adjustments and increases (subsequent to such corporate
action) as nearly equivalent as possible to the adjustments provided for in
Section 4 hereof or (y) to sell this Warrant (or, at the Holder's election, a
portion hereof) to the Person continuing after or surviving such Triggering
Event, or to the Issuer (if Issuer is the continuing or surviving Person) at a
sales price equal to the amount of cash, property and/or Securities to which a
holder of the number of shares of Common Stock which would otherwise have been
delivered upon the exercise of this Warrant would have been entitled upon the
effective date or closing of any such Triggering Event (the "Event
Consideration"), less the amount or portion of such Event Consideration having a
fair value equal to the aggregate Warrant Price applicable to this Warrant or
the portion hereof so sold.

          (ii)  If with respect to any Triggering Event, the Holder of this
Warrant has exercised its right as provided in clause (y) of subparagraph (i) of
this subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees
that as a condition to the consummation of any such Triggering Event the Issuer
shall secure such right of Holder to sell this Warrant to the Person continuing
after or surviving such Triggering Event and the Issuer shall not effect any
such Triggering Event unless upon or prior to the consummation thereof the
amounts of cash, property and/or Securities required under such clause (y) are
delivered to the Holder of this Warrant.  The obligation of the Issuer to secure
such right of the Holder to sell this Warrant shall be subject to the Holder's
cooperation with the Issuer, including, without limitation, the giving of
customary representations and warranties to the purchaser in connection with any
such sale.  Prior notice of any Triggering Event shall be given to the Holder of
this Warrant in accordance with Section 11 hereof.

     (b)  Subdivision or Combination of Shares.  If the Issuer, at any time
while this Warrant is outstanding, shall subdivide or combine any shares of
Common Stock, (i) in case of subdivision of shares, the Warrant Price shall be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer shall take a record of holders of its Common Stock for the purpose of so
subdividing, as at the applicable record date, whichever is earlier) to reflect
the increase in the total number of shares of Common Stock outstanding as a
result of such subdivision, or (ii) in the case of a combination of shares, the
Warrant Price shall be proportionately increased (as at the effective date of
such combination or, if the Issuer shall take a record of holders of its Common
Stock for the purpose of so combining, as at the applicable record date,
whichever is earlier) to reflect the reduction in the total number of shares of
Common Stock outstanding as a result of such combination.

     (c)  Certain Dividends and Distributions.  If the Issuer, at any time while
this Warrant is outstanding, shall:

          (i)   Common Stock Dividends.  Pay a dividend in, or make any other
distribution to its stockholders (without consideration therefor) of, shares of
Common Stock, the Warrant Price shall be adjusted, as at the date the Issuer
shall take a record of the holders the Issuer's Capital Stock for the purpose of
receiving such dividend or other distribution (or if no such record is taken, as
at the date of such payment or other distribution), to that price determined by
multiplying the Warrant Price in effect immediately prior to such record date
(or if no such record is taken, then immediately prior to such payment or other
distribution), by a fraction (1) the numerator of which shall be the total
number of shares of Common Stock outstanding immediately prior to such dividend
or

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distribution, and (2) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution (plus in the event that the Issuer paid cash for fractional shares,
the number of additional shares which would have been outstanding had the Issuer
issued fractional shares in connection with said dividends); or

          (ii)  Other Dividends.  Pay a dividend on, or make any distribution of
its assets upon or with respect to (including, but not limited to, a
distribution of its property as a dividend in liquidation or partial liquidation
or by way of return of capital), the Common Stock (other than as described in
clause (i) of this subsection (c)), or in the event that the Issuer shall offer
options or rights to subscribe for shares of Common Stock, or issue any Common
Stock Equivalents, to all of its holders of Common Stock, then on the record
date for such payment, distribution or offer or, in the absence of a record
date, on the date of such payment, distribution or offer, the Holder shall
receive what the Holder would have received had it exercised this Warrant in
full immediately prior to the record date of such payment, distribution or offer
or, in the absence of a record date, immediately prior to the date of such
payment, distribution or offer.

     (d)  Other Provisions Applicable to Adjustments Under this Section 4. The
following provisions shall be applicable to the making of adjustments in the
Warrant Price hereinbefore provided in Section 4.  The number of shares of
Common Stock at any time outstanding shall (A) not include any shares thereof
then directly or indirectly owned or held by or for the account of the Issuer or
any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock
then issuable upon conversion, exercise or exchange of any then outstanding
Common Stock Equivalents or any other evidences of indebtedness, shares of
Capital Stock (including, without limitation, the Preferred Stock) or other
Securities which are or may be at any time convertible into or exchangeable for
shares of Common Stock or Other Common Stock.

     (e)  Other Action Affecting Common Stock.  In case after the Original Issue
Date the Issuer shall take any action affecting its Common Stock, other than an
action described in any of the foregoing subsections (a) through (d) of this
Section 4, inclusive, and the failure to make any adjustment would not fairly
protect the purchase rights represented by this Warrant in accordance with the
essential intent and principle of this Section 4, then the Warrant Price shall
be adjusted in such manner and at such time as the Board may in good faith
determine to be equitable in the circumstances.

     (f)  Adjustment of Warrant Share Number.  Upon each adjustment in the
Warrant Price pursuant to the provisions (b) and (c)(i) of this Section 4, the
Warrant Share Number shall be adjusted, to the nearest one hundredth of a whole
share, to the product obtained by multiplying the Warrant Share Number
immediately prior to such adjustment in the Warrant Price by a fraction, the
numerator of which shall be the Warrant Price immediately before giving effect
to such adjustment and the denominator of which shall be the Warrant Price
immediately after giving effect to such adjustment.  If the Issuer shall be in
default under any provision contained in Section 3 of this Warrant so that
shares issued at the Warrant Price adjusted in accordance with this Section 4
would not be validly issued, the adjustment of the Warrant Share Number provided
for in the foregoing sentence shall nonetheless be made and the Holder of this
Warrant shall be entitled to purchase such greater number of shares at the
lowest price at which such shares may then be validly issued under applicable
law.  Such exercise shall not constitute a waiver of any claim arising against
the Issuer by reason of its default under Section 3 of this Warrant.

     (g)  Form of Warrant after Adjustments.  The form of this Warrant need not
be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

     5.   Notice of Adjustments.  Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a

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certificate 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 made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each adjustment. Any
dispute between the Issuer and the Holder of this Warrant with respect to the
matters set forth in such certificate may at the option of the Holder of this
Warrant be submitted to one of the national accounting firms currently known as
the "big five" mutually agreed upon by the Issuer and the Holder or, in the
event the Issuer and the Holder are unable to agree, a "big five" national
accounting firm (other than the Issuer's independent auditors) selected by the
Issuer's independent auditors. The firm selected in the manner as provided in
the preceding sentence shall be instructed to deliver a written opinion as to
such matters to the Issuer and the Holder within thirty days after submission to
it of such dispute. Such opinion shall be final and binding on the parties
hereto. The fees and expenses of such accounting firm shall be paid by the
Issuer.

     6.   Fractional Shares.  No fractional shares of Warrant Stock will be
issued in connection with and exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

     7.   Definitions.  For the purposes of this Warrant, the following terms
have the following meanings:

          "Board" shall mean the Board of Directors of the Issuer.

          "Business Day" shall mean day except Saturday, Sunday and any day
     which shall be a legal holiday or a day on which banking institutions in
     the State of New York are authorized or required by law or other government
     action to close.

          "Capital Stock" means and includes (i) any and all shares, interests,
     participations or other equivalents of or interests in (however designated)
     corporate stock, including, without limitation, shares of preferred or
     preference stock, (ii) all partnership interests (whether general or
     limited) in any Person which is a partnership, (iii) all membership
     interests or limited liability company interests in any limited liability
     company, and (iv) all equity or ownership interests in any Person of any
     other type.

          "Certificate of Incorporation" means the Certificate of Incorporation
     of the Issuer as in effect on the Original Issue Date.

          "Common Stock" means the Common Stock, $0.001 par value, of the Issuer
     and any other Capital Stock into which such stock may hereafter be changed.

          "Common Stock Equivalent" means any Convertible Security or warrant,
     option or other right to subscribe for or purchase any shares of Common
     Stock or any Convertible Security.

          "Convertible Securities" means evidences of indebtedness, shares of
     Capital Stock or other Securities which are or may be at any time
     convertible into or exchangeable for shares of Common Stock.  The term
     "Convertible Security" means one of the Convertible Securities.

          "Five Day Average Share Price" means the average of the closing bid
     prices of shares of the Common Stock (as reported by Bloomberg Financial
     Markets) in the over-the-market on the electronic bulletin board for such
     security (the "OTC Bulletin Board") (or such other United States stock
     exchange or public market (an "Alternative

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     Exchange") on which the Common Stock trades if, at the time of exercise,
     the Common Stock is not trading on the OTC Bulletin Board), for the five
     (5) consecutive trading days immediately preceding the date of
     determination.

          "Governmental Authority" means any governmental, regulatory or self-
     regulatory entity, department, body, official, authority, commission,
     board, agency or instrumentality, whether federal, state or local, and
     whether domestic or foreign.

          "Holder" means the registered Person or Persons who shall from time to
     time own this Warrant.

          "Issuer" means SkyLynx Communications, Inc., a Delaware corporation,
     and its successors.

          "Original Issue Date" means February 11, 2000.

          "Other Common" means any other Capital Stock of the Issuer of any
     class which shall be authorized at any time after the date of this Warrant
     (other than Common Stock) and which shall have the right to participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to amount.

          "OTC Bulletin Board" means the over-the-counter electronic bulletin
     board.

          "Person" means an individual, corporation, limited liability company,
     partnership, joint stock company, trust, unincorporated organization, joint
     venture, Governmental Authority or other entity of whatever nature.

          "Per Share Market Value" means on any particular date (a) the Five Day
     Average Share Price on such date, (b) if the Common Stock is not listed
     then on the OTC Bulletin Board or any Alternative Exchange, then the
     average of the "Pink Sheet" quotes for the five consecutive days
     immediately preceding such date, as determined in good faith by the Holder,
     or (c) if the Common Stock is not then publicly traded, the fair market
     value of a share of Common Stock as determined by the Company in good
     faith.  In determining the fair market value of any shares of Common Stock,
     no consideration shall be given to any restrictions on transfer of the
     Common Stock imposed by agreement or by federal or state securities laws,
     or to the existence or absence of, or any limitations on, voting rights.

          "Securities" means any debt or equity securities of the Issuer,
     whether now or hereafter authorized, any instrument convertible into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to purchase or acquire any Security.  "Security" means one of the
     Securities.

          "Securities Act" means the Securities Act of 1933, as amended, or any
     similar federal statute then in effect.

          "Subsidiary" means any corporation at least 50% of whose outstanding
     Voting Stock shall at the time be owned directly or indirectly by the
     Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
     more of its Subsidiaries.

          "Term" has the meaning specified in Section 1 hereof.

          "Trading Day" means (a) a day on which the Common Stock is traded on
     the over the counter market as reported by the OTC Bulletin Board, or (b)
     if the Common Stock is not listed on the OTC Bulletin Board, a day on which
     the Common Stock is traded on

                                       8
<PAGE>

     any other registered national stock exchange, or (c) if the Common Stock is
     not quoted on the OTC Bulletin Board, a day on which the Common Stock is
     quoted in the over-the-counter market as reported by the National Quotation
     Bureau Incorporated (or any similar organization or agency succeeding its
     functions of reporting prices); provided, however, that in the event that
     the Common Stock is not listed or quoted as set forth in (a), (b) and (c)
     hereof, then Trading Day shall mean any day except Saturday, Sunday and any
     day which shall be a legal holiday or a day on which banking institutions
     in the State of New York are authorized or required by law or other
     government action to close.

          "Voting Stock", as applied to the Capital Stock of any corporation,
     means Capital Stock of any class or classes (however designated) having
     ordinary voting power for the election of a majority of the members of the
     Board of Directors (or other governing body) of such corporation, other
     than Capital Stock having such power only by reason of the happening of a
     contingency.

          "Warrant Price" means $0.01, as such price may be adjusted from time
     to time as shall result from the adjustments specified in Section 4 hereof.

          "Warrant Share Number" means at any time the aggregate number of
     shares of Warrant Stock which may at such time be purchased upon exercise
     of this Warrant, after giving effect to all adjustments to such number made
     or required to be made under the terms hereof.

          "Warrant Stock" means Common Stock issuable upon exercise of this
     Warrant.

     8.   Other Notices.  In case at any time:

          (A)  the Issuer shall make any distributions to the holders of Common
               Stock; or

          (B)  the Issuer shall authorize the granting to all holders of its
               Common Stock of rights to subscribe for or purchase any shares of
               Capital Stock of any class or of any Common Stock Equivalents or
               Convertible Securities or other rights; or

          (C)  there shall be any reclassification of the Capital Stock of the
               Issuer; or

          (D)  there shall be any capital reorganization by the Issuer; or

          (E)  there shall be any (i) consolidation or merger involving the
               Issuer or (ii) sale, transfer or other disposition of all or
               substantially all of the Issuer's property, assets or business
               (except a merger or other reorganization in which the Issuer
               shall be the surviving corporation and its shares of Capital
               Stock shall continue to be outstanding and unchanged and except a
               consolidation, merger, sale, transfer or other disposition
               involving a wholly-owned Subsidiary); or

          (F)  there shall be a voluntary or involuntary dissolution,
               liquidation or winding-up of the Issuer or any partial
               liquidation of the Issuer or distribution to holders of Common
               Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also

                                       9
<PAGE>

shall specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be
entitled to exchange their certificates for Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be.
Such notice shall be given at least twenty days prior to the action in question
and not less than twenty days prior to the record date or the date on which the
Issuer's transfer books are closed in respect thereto. The Issuer shall give to
the Holder notice of all meetings and actions by written consent of its
stockholders, at the same time in the same manner as notice of any meetings of
stockholders is required to be given to stockholders who do not waive such
notice (or, if such requires no notice, then two Trading Days written notice
thereof describing the matters upon which action is to be taken). The Holder
shall have the right to send two representatives selected by him to each
meeting, who shall be permitted to attend, but not vote at, such meeting and any
adjournments thereof. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

     9.   Amendment and Waiver.  Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument executed by the Issuer and the Holder.

     10.  Governing Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

     11.  Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., California Time, on a
Business Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m., California Time, on any date
and earlier than 11:59 p.m., California Time, on such date, (iii) the Business
Day following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given.  The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to the Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

          SkyLynx Communications, Inc.
          600 South Cherry Street
          Suite 400
          Denver, CO  80246
          Attention:  Jeffery A. Mathias, President and CEO
          Facsimile No.:  (303) 316-0404

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice.  Copies of notices to the Holder shall be sent to the address or
addresses specified on the first page hereto.

     12.  Warrant Agent.  The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in California or Colorado for
the purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such

                                       10
<PAGE>

issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.

     13.  Remedies.  The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

     14.  Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer and the Holder and shall be enforceable by the Holder.

     15.  Modification and Severability.  If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency.  If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

     16.  Headings.  The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

              [Remainder of this page intentionally left blank.]

                                       11
<PAGE>

     IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                   SKYLYNX COMMUNICATIONS, INC.

                                   By:  ____________________________
                                         Name:
                                         Title:

                                       12
<PAGE>

                                 EXERCISE FORM

                         SKYLYNX COMMUNICATIONS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of
___________________ covered by the within Warrant.

Dated: _________________                 Signature  ___________________________
                                         Address  _____________________
                                                  _____________________


                                  ASSIGNMENT

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
__________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _________________, attorney, to transfer the
said Warrant on the books of the within named corporation.

Dated: _________________                 Signature  ___________________________
                                         Address  _____________________
                                                  _____________________


                              PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
__________ the right to purchase ___________ shares of Warrant Stock evidenced
by the within Warrant together with all rights therein, and does irrevocably
constitute and appoint _________________, attorney, to transfer that part of the
said Warrant on the books of the within named corporation.

Dated: _________________                 Signature  ___________________________
                                         Address  _____________________
                                                  _____________________

<PAGE>

                          FOR USE BY THE ISSUER ONLY:

     This Warrant No. W-HCW-1 _____ canceled (or transferred or exchanged) this
_____ day of ___________, _____, shares of Common Stock issued therefor in the
name of _______________, Warrant No. W-HCW _____ issued for ____ shares of
Common Stock in the name of _______________.