VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON DECEMBER 31, 2005

NEITHER  THIS  WARRANT  NOR THE  WARRANT  STOCK  HAS BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933 OR ANY  STATE  SECURITIES  LAWS.  THE  COMPANY  WILL NOT
TRANSFER  THIS  WARRANT OR THE WARRANT  STOCK  UNLESS (i) THERE IS AN  EFFECTIVE
REGISTRATION  COVERING  SUCH WARRANT OR SUCH  WARRANT  STOCK AS THE CASE MAY BE,
UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE  STATES SECURITIES LAWS, (ii) IT
FIRST  RECEIVES A LETTER FROM AN ATTORNEY,  ACCEPTABLE TO THE BOARD OF DIRECTORS
OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER
IS  EXEMPT  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933 AND UNDER ALL
APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE
144 UNDER THE SECURITIES ACT OF 1933.

                                 FUTUREONE, INC.
                             (a Nevada corporation)

                    Warrant for the Purchase of 24,000 Shares
                        of Common Stock, $0.001 par value

     FOR VALUE RECEIVED,  FutureOne, Inc., a Nevada corporation (the "Company"),
hereby certifies that

     John M. Ventimiglia
     4390 North Academy Boulevard
     Colorado Springs, CO 80901

is the holder (the  "Holder"),  subject to the  provisions of this  Warrant,  to
purchase  from the  Company at any time,  or from time to time during the period
commencing on the date hereof and expiring at 5:00 p.m.  Mountain Standard Time,
on  December  31,  2005 (the  "Expiration  Date"),  up to 24,000  fully paid and
non-assessable  shares  of  Common  Stock  at a price of $1.00  per  share  (the
"Exercise Price").

     As used herein, the term "Common Stock" shall mean the Company's  presently
authorized  common stock,  $.001 par value, and any stock into or for which such
Common Stock may  hereafter be converted or  exchanged.  The number of shares of
Common  Stock to be received  upon the  exercise of this Warrant may be adjusted
from  time to time  as  hereinafter  set  forth.  The  shares  of  Common  Stock
deliverable or delivered upon such exercise,  as adjusted from time to time, are
hereinafter referred to as "Warrant Stock."

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss, theft, destruction or mutilation of this Warrant certificate,  and (in
the case of loss,  theft or destruction) of  satisfactory  indemnification,  and
upon surrender and cancellation of this Warrant certificate,  if mutilated,  the
Company  shall execute and deliver a new Warrant  certificate  of like tenor and
date.
<PAGE>
     Section 1. EXERCISE OF WARRANT.  This Warrant may be exercised,  subject to
the requirements set forth herein,  in whole, or in part, at any time during the
period  commencing  on the date  hereof,  and  expiring  at 5:00  p.m.  Mountain
Standard Time on the Expiration  Date set forth above,  or, if such day is a day
on which  banking  institutions  in Phoenix,  Arizona are  authorized  by law to
close,  then on the  next  succeeding  day  that  shall  not be  such a day,  by
presentation  and  surrender of this Warrant  certificate  to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Warrant  Exercise  Form as per  Exhibit A  attached  hereto  duly  executed  and
accompanied by payment (by certified or cashier's  (i.e.,  official bank) check,
payable to the order of the  Company) of the  aggregate  Exercise  Price for the
number  of  shares  specified  in such  form and  instruments  of  transfer,  if
appropriate, duly executed by the Holder. If this Warrant should be exercised in
part only, the Company shall,  upon  surrender of this Warrant  certificate  for
cancellation,  execute  and  deliver a new Warrant  certificate  evidencing  the
rights of the Holder  thereof to purchase the balance of the shares  purchasable
hereunder.  Upon  receipt by the Company of this Warrant  certificate,  together
with the Exercise  Price,  at its office,  or by the stock transfer agent of the
Company at its office,  if any, in proper form for exercise as described  above,
together  with an  agreement  to comply with the  restrictions  on transfer  and
related covenants  contained herein and a representation as to investment intent
and any other matter  required by counsel to the  Company,  signed by the Holder
(and if other than the original  Holder  accompanied by proof,  satisfactory  to
counsel for the Company,  of the right of such person or persons to exercise the
Warrant), the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise,  and shall transfer said shares to the
Voting  Trust,  even if the stock  transfer  books of the Company  shall then be
closed or certificates  representing  such shares of Common Stock shall not have
been delivered to the Holder. The Holder shall pay any and all documentary stamp
or similar  issue or transfer  taxes payable in respect of the issue or delivery
of shares  of Common  Stock on  exercise  of this  Warrant.  The  Company  shall
promptly  thereafter  issue  certificate(s)   evidencing  the  Common  Stock  so
purchased, and the Voting Trust certificates representing the Common Stock.

     Section 2.  RESERVATION  OF SHARES.  The Company shall at all times reserve
for  issuance and  delivery  upon  exercise of this Warrant all shares of Common
Stock or other  shares of capital  stock of the Company  (and other  securities)
from time to time receivable upon exercise of this Warrant. All such shares (and
other securities) shall be duly authorized and, when issued upon exercise, shall
be validly issued, fully paid and non-assessable.

     Section  3.  NO  FRACTIONAL   SHARES.   No  fractional   shares  or  script
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant, but the Company shall pay the Holder an amount equal to the fair market
value of such  fractional  share of Common  Stock in lieu of each  fraction of a
share  otherwise  called for upon any exercise of this Warrant.  For purposes of
this  Warrant,  the fair market value of a share of Common Stock shall equal the
closing sale price (or if not available the average of the closing bid and asked
prices) on the business day prior to exercise of this Warrant, or, if the Common
Stock is then not publicly  traded,  then the price  determined in good faith by
the Board of Directors of the Company.
<PAGE>
     Section 4. TRANSFER.

     4.1 SECURITIES  LAWS.  Neither this Warrant nor the Warrant Stock have been
     registered  under the Securities  Act of 1933, as amended (the  "Securities
     Act"), or the securities laws of any state. The Company will not offer this
     Warrant or the Warrant Stock unless (i) there is an effective  registration
     covering  such  Warrant  or such  shares,  as the  case may be,  under  the
     Securities  Act and  applicable  states  securities  laws,  (ii)  it  first
     receives a letter from an attorney,  acceptable to the  Company's  board of
     directors  or its agents,  stating  that in the opinion of the attorney the
     proposed transfer is exempt from registration  under the Securities Act and
     under all applicable  state  securities laws, or (iii) the transfer is made
     pursuant to Rule 144 under the Securities Act.

     4.2 CONDITIONS TO TRANSFER.  Prior to any such proposed transfer,  and as a
     condition  thereto,  if such  transfer is not made pursuant to an effective
     registration  statement  under the  Securities  Act,  the Holder  will,  if
     requested by the Company, deliver to the Company (i) an investment covenant
     signed by the proposed  transferee,  (ii) an  agreement by such  transferee
     that the  restrictive  investment  legend set forth  above be placed on the
     certificate or certificates  representing  the securities  acquired by such
     transferee,  (iii) an  agreement  by such  transferee  that the Company may
     place a "stop  transfer  order" with its transfer  agent or registrar,  and
     (iv) an agreement by the  transferee  to indemnify  the Company to the same
     extent as set forth in the next succeeding  paragraph.  The Company may, in
     its sole  discretion,  refuse to the transfer,  or to approve the transfer,
     for any reason.

     4.3 INDEMNITY.  The Holder  acknowledges  that the Holder  understands  the
     meaning  and legal  consequences  of this  Section,  and the Holder  hereby
     agrees to indemnify and hold harmless the Company,  its representatives and
     each officer and director thereof from and against any and all loss, damage
     or liability (including all attorneys' fees and costs incurred in enforcing
     this  indemnity  provision)  due to or arising out of (a) the inaccuracy of
     any  representation  or the breach of any warranty of the Holder  contained
     in, or any other  breach of this  Warrant,  (b) any transfer of any of this
     Warrant or the  Warrant  Stock in  violation  of the  Securities  Act,  the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules
     and regulations promulgated under the Securities Act or Exchange Act or any
     state  securities  laws,  (c) any  transfer  of this  Warrant or any of the
     Warrant  Stock  not in  accordance  with  this  Warrant  or (d) any  untrue
     statement or omission to state any  material  fact in  connection  with the
     investment representations or with respect to the facts and representations
     supplied by the Holder to counsel to the Company  upon which its opinion as
     to a proposed transfer shall have been based.

     4.4 HOLDBACK PERIOD AND TRANSFER. Except as specifically restricted hereby,
     this Warrant and the Warrant Stock issued may be  transferred by the Holder
     in whole  or in part at any time or from  time to time  only  upon  written
     permission of the Company,  in its sole  discretion.  In the event that the
     Company  publicly offers shares of its Common Stock,  the Warrant Stock may
     be  sold  from  the  date  of the  Company's  initial  public  offering  of
     securities only in the discretion of the Company and the Underwriter.  Upon
     surrender of this Warrant  certificate  to the Company at the office of its
     stock  transfer  agent,  if any, with the Company  Assignment  Form annexed
     hereto duly executed and funds sufficient to pay any transfer tax, and upon
<PAGE>
     compliance  with the  foregoing  provisions,  the  Company  shall,  without
     charge,  execute and deliver a new Warrant  certificate  in the name of the
     assignee  named  in  such  instrument  of  assignment,   and  this  Warrant
     certificate  shall promptly be canceled.  Any proposed  assignment  must be
     approved in writing by the Company prior thereto. Any assignment, transfer,
     pledge,  hypothecation  or  other  disposition  of this  Warrant  attempted
     contrary  to the  provisions  of this  Warrant,  or any levy of  execution,
     attachment or other process attempted upon this Warrant,  shall be null and
     void and without effect.

     Section 5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

     Section 6. ANTI-DILUTION PROVISIONS.

     6.1 STOCK SPLITS, DIVIDENDS, ETC.

          6.1.1  If the  Company  shall at any time  subdivide  its  outstanding
          shares of Common  Stock (or other  securities  at the time  receivable
          upon   the   exercise   of   the    Warrant)   by    recapitalization,
          reclassification  or split-up thereof, or if the Company shall declare
          a  stock  dividend  or  distribute  shares  of  Common  Stock  to  its
          stockholders,  the  number of shares of Common  Stock  subject to this
          Warrant immediately prior to such subdivision shall be proportionately
          increased,   and  if  the  Company  shall  at  any  time  combine  the
          outstanding    shares   of   Common    Stock   by    recapitalization,
          reclassification  or  combination  thereof,  the  number  of shares of
          Common  Stock  subject  to  this  Warrant  immediately  prior  to such
          combination shall be  proportionately  decreased.  Any such adjustment
          and adjustment to the Exercise Price pursuant to this Section shall be
          effective  at the  close of  business  on the  effective  date of such
          subdivision  or  combination  or if any  adjustment is the result of a
          stock  dividend  or  distribution  then  the  effective  date for such
          adjustment based thereon shall be the record date therefor.

          6.1.2 Whenever the number of shares of Common Stock  purchasable  upon
          the exercise of this Warrant is adjusted, as provided in this Section,
          the  Exercise   Price  shall  be  adjusted  to  the  nearest  cent  by
          multiplying such Exercise Price  immediately  prior to such adjustment
          by a fraction (x) the numerator of which shall be the number of shares
          of Common Stock  purchasable  upon the exercise  immediately  prior to
          such adjustment,  and (y) the denominator of which shall be the number
          of shares of Common Stock so purchasable immediately thereafter.
<PAGE>
     6.2 ADJUSTMENT FOR REORGANIZATION,  CONSOLIDATION,  MERGER, ETC. In case of
     any reorganization of the Company (or any other corporation, the securities
     of which are at the time  receivable on the exercise of this Warrant) after
     the Base Date or in case  after  such date the  Company  (or any such other
     corporation)  shall  consolidate with or merge into another  corporation or
     convey all or substantially all of its assets to another corporation, then,
     and in each such case,  the Holder of this  Warrant  upon the  exercise  as
     provided  in  Section  1  at  any  time  after  the  consummation  of  such
     reorganization,  consolidation,  merger or conveyance, shall be entitled to
     receive,  in  lieu of the  securities  and  property  receivable  upon  the
     exercise of this Warrant  prior to such  consummation,  the  securities  or
     property  to  which  such  Holder  would  have  been   entitled  upon  such
     consummation  if such Holder had exercised this Warrant  immediately  prior
     thereto;  in each such case,  the terms of this Warrant shall be applicable
     to the  securities  or property  received upon the exercise of this Warrant
     after such consummation.

     6.3  CERTIFICATE  AS TO  ADJUSTMENTS.  In each case of an adjustment in the
     number of  shares  of  Common  Stock  receivable  on the  exercise  of this
     Warrant,  the Company at its expense shall promptly compute such adjustment
     in  accordance  with the terms of the  Warrant  and  prepare a  certificate
     executed by an officer of the Company  setting  forth such  adjustment  and
     showing the facts upon which such  adjustment  is based.  The Company shall
     forthwith mail a copy of each such certificate to each Holder.

     6.4 NOTICES OF RECORD DATE, ETC. In case:

          6.4.1 the  Company  shall  take a record of the  holders of its Common
          Stock (or other securities at the time receivable upon the exercise of
          the Warrant) for the purpose of entitling them to receive any dividend
          (other  than a cash  dividend at the same rate as the rate of the last
          cash dividend theretofore paid) or other distribution, or any right to
          subscribe  for,  purchase or otherwise  acquire any shares of stock of
          any class or any other securities, or to receive any other right; or

          6.4.2 of any  voluntary or  involuntary  dissolution,  liquidation  or
          winding-up of the Company,

then,  and in each such case,  the  Company  shall mail or cause to be mailed to
each  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, to be fixed, as to which the holders of record of Common Stock
(or such other  securities  at the time  receivable  upon the  exercise  of this
Warrant)  shall be entitled to exchange  their  shares of Common  Stock (or such
other  securities)  for  securities  or other  property  deliverable  upon  such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution,  liquidation  or  winding-up.  Such notice shall be mailed at least
twenty (20) days prior to the date  therein  specified,  and this Warrant may be
exercised prior to said date during the term of the Warrant.
<PAGE>
     6.5  THRESHOLD FOR  ADJUSTMENTS.  The Company shall not be required to give
     effect to any adjustment in the Exercise Price. No adjustment shall be made
     by reason of the issuance of shares upon conversion rights,  stock issuance
     rights or similar rights currently  outstanding or any change in the number
     of treasury shares held by the Company.

     Section 7. WARRANTS NON-CALLABLE.  The Company may not at any time call any
Warrants contemplated hereunder.

     Section 8. LEGEND AND STOP  TRANSFER  ORDERS.  Unless the shares of Warrant
Stock have been  registered  under the  Securities  Act, upon exercise of any of
this Warrant and the issuance of any of the shares of Warrant Stock, the Company
shall instruct its transfer  agent,  if any, to enter stop transfer  orders with
respect to such  shares,  and all  certificates  representing  shares of Warrant
Stock shall bear on the face thereof substantially the following legend, insofar
as is consistent with applicable law:

     THIS  CERTIFICATE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933
     OR  ANY  STATE   SECURITIES  LAWS.  THE  COMPANY  WILL  NOT  TRANSFER  THIS
     CERTIFICATE  UNLESS (I) THERE IS AN  EFFECTIVE  REGISTRATION  COVERING  THE
     SHARES REPRESENTED BY THIS CERTIFICATE UNDER THE SECURITIES ACT OF 1933 AND
     ALL APPLICABLE  STATE SECURITIES LAWS, (II) IT FIRST RECEIVES A LETTER FROM
     AN ATTORNEY,  ACCEPTABLE  TO THE BOARD OF DIRECTORS OR ITS AGENTS,  STATING
     THAT IN THE OPINION OF THE ATTORNEY  THE  PROPOSED  TRANSFER IS EXEMPT FROM
     REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933 AND  UNDER ALL  APPLICABLE
     STATE  SECURITIES  LAWS OR (III) THE TRANSFER IS MADE  PURSUANT TO RULE 144
     UNDER THE SECURITIES ACT OF 1933.

     Section 9. OFFICER'S CERTIFICATE. Whenever the number or kind of securities
purchasable  upon  exercise  of this  Warrant  or the  Exercise  Price  shall be
adjusted as required by the provisions  hereof, the Company shall forthwith file
with its Secretary or Assistant  Secretary at its principal  office and with its
stock  transfer  agent,  if any, an officer's  certificate  showing the adjusted
number of kind of securities  purchasable  upon exercise of this Warrant and the
adjusted  Exercise  Price  determined  as herein  provided and setting  forth in
reasonable  detail such facts as shall be  necessary  to show the reason for and
the manner of computing such adjustments.  Each such officer's certificate shall
be made available at all  reasonable  times for inspection by the Holder and the
Company shall,  forthwith  after each such  adjustment  mail by certified mail a
copy of such certificate to the Holder.

     Section 10. NOTICE. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt  requested,  or delivered  against receipt,  if to the Holder, at
his/her address as shown on the books of the Company,  and if to the Company, at
its principal office,  4250 East Camelback Road, Suite K-124,  Phoenix,  Arizona
85018-2751.  Any notice or other  communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing,
a party's address which shall be deemed given at the time of receipt thereof.

     Section 11. BINDING EFFECT. The provisions of this Warrant shall be binding
upon and inure to the benefit of (1) the parties hereto,  (2) the successors and
assigns of the Company, and (3) if the Holder is a corporation,  partnership, or
other business entity, the successors of the Holder.
<PAGE>
     Section 12.  NONASSIGNABILITY  AND  NONTRANSFERABILITY.  The Warrant rights
referenced  herein  are not  assignable  or  transferable  to any  third  party,
including any related party, except upon written permission of the Company prior
thereto.

     Section 13. PRONOUNS. Any masculine personal pronoun shall be considered to
mean the  corresponding  feminine  or neuter  personal  pronoun,  as the context
requires.

     Dated this 31st day of December, 2000


FUTUREONE, INC.,
a Nevada corporation


By: /s/ Earl J. Cook
    --------------------------------
    Name:  Earl J. Cook
    Title: President/CEO
<PAGE>
                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: FUTUREONE, INC.

     1. The undersigned hereby elects to purchase  ____________ shares of Common
Stock of  FutureOne,  Inc.  pursuant to the terms of the attached  Warrant,  and
tenders herewith payment of the purchase price of such shares in full.

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


                    ----------------------------------------
                                     (Name)


                    ----------------------------------------

                    ----------------------------------------
                                    (Address)

     3. The undersigned represents that the aforesaid shares of Common Stock 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 will not offer,  sell or otherwise dispose of any such shares except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities law.


                                        ----------------------------------------
                                        Signature