NUMBER    VOID AFTER 5:00 P.M. MOUNTAIN TIME ___________, 2005   WARRANTS
                        n-GEN SOLUTIONS.COM, INC.
________  Incorporated Under the Laws of the State of Delaware  _________
                           WARRANT CERTIFICATE
                                                       CUSIP __________

                                                        SEE REVERSE
                                                FOR CERTAIN DEFINITIONS



This Warrant Certificate certifies that



or registered assigns (the "Warrant Holder"), is the registered owner of
the above indicated number of Warrants expiring on April ___, 2005
("Expiration Date").  One Warrant entitles the Warrant Holder to purchase
one share of Common stock, $0.0001 par value ("Share") from n-Gen
Solutions.Com, Inc., a Delaware corporation ("Company"), at a purchase
price of $5.50 per share of Common Stock ("Exercise Price"), commencing on
__________, and terminating on the Expiration Date ("Exercise Period") upon
surrender of this Warrant Certificate with the exercise form hereon duly
completed and executed with payments of the Exercise Price at the office
of American Securities Transfer & Trust, Inc., Denver, Colorado ("Warrant
Agent"), but only subject to the conditions set forth herein and in a
Warrant Agreement dated as of April ___, 2000 ("Warrant Agreement")
between the Company and the Warrant Agent.  The Exercise Price, the
number of shares purchasable upon exercise of each Warrant, the number of
Warrants outstanding and the Expiration Date are subject to adjustments
upon the occurrence of certain events.  The Warrant Holder may exercise
all or any number of Warrants.  Reference hereby is made to the
provisions on the reverse side of this Warrant Certificate and to the
provisions of the Warrant Agreement, all of which are incorporated by
reference in and made a part of this Warrant Certificate and shall for
all purposes have the same effect as though fully set forth as this place.

     Upon the presentment for transfer of this Warrant Certificate at the
office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like terms and evidencing in the aggregate a like number
of Warrants, subject to any adjustments made in accordance with the
provisions of the Warrant Agreement, shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, upon payment of $5.50 per Warrant
Certificate and any tax or governmental charge impaired in connection
with such transfer.

     The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during
the period and in the manner stated herein.  The Exercise Price shall be
payable in lawful money of the United States of America and in cash or by
certified or bank cashier's check or bank draft payable to the order of
the Company.  If upon exercise of any Warrants evidenced by this Warrant
Certificate the number of Warrants exercised shall be less than the total
number of Warrants so evidenced, there shall be issued to the Warrant
Holder a New Warrant Certificate evidencing the number of Warrants as so
exercised.

     Subject to the following paragraph, no Warrant may be exercised
after 5:00 p.m. Mountain Time on the Expiration Date and any Warrant not
exercised by such time shall become void, unless extended by the Company.


                               Exhibit 4.3
<PAGE>
     Commencing after the Effective Date of the Company's prospectus the
Warrants are subject to redemption by the Company at $.05 per Warrant on
30 days' prior written notice if the closing bid price for the Company's
Common Stock, as reported on the Nasdaq Small Cap Market ("Nasdaq"), or
the closing sale price as reported on a national or regional securities
exchange, as applicable, for 30 consecutive trading days ending within 15
days of the notice of redemption of the Warrants, averages at least
$10.00.  The Company is required to maintain an effective registration
statement with respect to the Common Stock underlying the Warrants at the
time of redemption of the Warrants.  Prior to the first anniversary of
the Effective Date, the Warrants will not be redeemable by the Company
without the written consent of the Representative.

     This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its Chief Executive Officer and by its Secretary, made by a facsimile
of his signature, and has caused a facsimile of its corporate seal to be
imprinted hereon.


Dated:

__________________________
Michael V. Schranz,
Secretary

CORPORATE SEAL

__________________________
Robert D. Arnold,
Chief Executive Officer

COUNTERSIGNED AND REGISTERED:

American Securities Transfer & Trust, Inc.
P.O. Box 1898
Denver, Colorado 80201

By:___________________________________
   Warrant Agent Authorized Signature