THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.

                                 FUTUREONE, INC.

                        WARRANT TO PURCHASE COMMON STOCK

     This certifies that, for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  Earl J.  Cook  (the  "Original
Holder") is entitled  to  subscribe  for and  purchase  Two Million  (2,000,000)
shares  (subject to adjustment  from time to time pursuant to the  provisions of
Section 5 hereof)  of fully  paid and  nonassessable  Common  Stock (as  defined
below) of FutureOne,  Inc., a Nevada corporation (the "Company"), at the Warrant
Price (as defined in Section 2 hereof),  subject to the  provisions and upon the
terms and conditions hereinafter set forth.

     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.

     1. (a) TERM OF WARRANT.  The purchase right  represented by this Warrant is
exercisable,  in whole or in part,  at any time during the period  beginning  on
October 1, 2000 and ending on September 30, 2007.

        (b)  VESTING.  This  Warrant  shall vest and become  exercisable  to the
extent indicated according to the following schedule:

        PERIOD                                         PERCENT EXERCISABLE
        ------                                         -------------------
        Before September 30, 2001                                0%

        On or after September, 2001
        and before September 30, 2002                         33.3%

        On or after September, 2002
        and before September 30, 2003                         66.7%

        On or after September 30, 2003                         100%
<PAGE>
Notwithstanding anything to the contrary contained in this Warrant, this Warrant
shall immediately fully vest and become  exercisable in full upon the occurrence
of a "change in control" as defined below:

The term  "change in  control"  shall  mean the first to occur of the  following
events:

     (i) The  acquisition  by any unrelated  person of beneficial  ownership (as
     that term is used for purposes of the Securities  Exchange Act of 1934 (the
     "Act")) of 49% or more of the then  outstanding  shares of common  stock of
     the Company or the  combined  voting power of the then  outstanding  voting
     securities  of the Company  entitled to vote  generally  in the election of
     directors.  The term "unrelated person" means any person other than (a) the
     Company and any  subsidiary,  (b) an employee  benefit plan or trust of the
     Company  or any  subsidiary,  and (c) a person  who  acquires  stock of the
     Company  pursuant to an agreement  with the Company that is approved by the
     Board in advance of the  acquisition,  unless the acquisition  results in a
     Change of Control  pursuant  to section  (ii) below.  For  purposes of this
     subsection,  a  "person"  means  an  individual,  entity,  or  group or any
     affiliated persons, as that term is used for purposes of the Act, or

     (ii) Any tender or exchange  offer,  merger or other business  combination,
     sale of assets or contested  election,  or any combination of the foregoing
     transactions,  if the result of such  transaction  is that the  persons who
     were  directors  of the  Company  before  such  transaction  shall cease to
     constitute  a majority of the Board of the Company or any  successor to the
     Company.

        (c)  EMPLOYMENT.  The Original  Holder is an employee and/or director of
the Company as of the date this Warrant is issued. If the Original Holder hereof
shall cease to be an  employee/director of the Company through (i) failure to be
re-elected  or  removal  as a  director,  (ii)  termination  with  cause,  (iii)
termination without cause, (iv) retirement or (v) death, this Warrant shall vest
as described  below.  This Warrant shall create no obligation on the part of the
Company to  continue  the  employment/directorship  of the  Original  Holder and
nothing  herein  contained  shall limit or restrict  any right which the Company
would otherwise have to terminate the employment of the employee/director,  with
or without cause.

If the  Original  Holder  shall cease to be employed by the Company by reason of
termination  with or  without  cause or fail to be  re-elected  or  removed as a
director,  the Holder,  at any time following the date of such  termination (but
within the seven year period specified above and subject to the vesting schedule
specified above,  with vesting for the year of termination,  if occurring during
the first three  years,  being vested on a pro-rata  basis with such  pro-ration
being  calculated  by  multiplying  the  shares  that  would vest in the year of
termination  by the number of days in that vesting year,  prior to  termination,
divided by 365).

If the  Original  Holder  shall cease to be employed by the Company by reason of
retirement in accordance  with any retirement plan or policy of the Company then
in effect,  the Holder,  at any time following  such  retirement of the Original
Holder (but  within the seven year period  specified  above) may  exercise  this
Warrant in whole with respect to all of the shares purchasable hereunder.

                                       2
<PAGE>
If the  Original  Holder  shall die  while in the  employ  of the  Company  or a
director of the Company, then the person entitled by will or the applicable laws
of descent and  distribution  may exercise  this Warrant  (within the seven year
period specified above and subject to the vesting schedule  specified above with
vesting for the year of death, if occurring during the first three years,  being
vested on a pro-rata basis, with such pro-ration being calculated by multiplying
the  shares  that  would vest in the year of death by the number of days in that
vesting year, prior to the date of death, divided by 365).

     2.  WARRANT  PRICE.  The initial  exercise  price of this Warrant is Twenty
Cents ($.20) per share,  subject to adjustment from time to time pursuant to the
provisions of Section 5 hereof (the "Warrant Price").

     3. METHOD OF EXERCISE;  PAYMENT; ISSUANCE OF NEW WARRANT; EXERCISE. Subject
to Section 1 hereof,  the  purchase  right  represented  by this  Warrant may be
exercised by the Holder  hereof,  in whole or in part,  by the surrender of this
Warrant  (with the notice of  exercise  form  attached  hereto as Exhibit A duly
executed)  at the  principal  office of the  Company  and by the  payment to the
Company  of an  amount  equal to the then  applicable  Warrant  Price  per share
multiplied by the number of shares then being purchased (the "Aggregate Exercise
Price") either (i) by cash, check or wire transfer or, (ii) by Cashless Exercise
(as defined below). The holder of this Warrant may, at its election exercised in
its sole  discretion,  exercise this Warrant in whole or in part and, in lieu of
making the cash payment  otherwise  contemplated  to be made to the Company upon
such  exercise in payment of the  Aggregate  Exercise  Price,  elect  instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):

                         Net Number = (A X B) - (A X C)
                                      -----------------
                                              B

     For purposes of the foregoing formula:

          A = the total  number of shares with  respect to which this Warrant is
          then being exercised.

          B = the Market  Price as of the date of the Exercise  Notice.  "Market
          Price"   means,   with  respect  to  any  security  for  any  date  of
          determination  that price which  shall be  computed as the  arithmetic
          average of the  closing  bid prices for such  security  on each of the
          five (5) consecutive  trading days  immediately  preceding the date of
          notice requiring such  determination  (all such  determinations  to be
          appropriately adjusted for any stock dividend,  stock split or similar
          transaction during the pricing period).

          C = the Warrant Price then in effect for the applicable Warrant Shares
          at the time of such exercise.

                                       3
<PAGE>
The Company agrees that the shares purchased pursuant to this Section 3 shall be
deemed to be issued to the Holder hereof or the designee of the Holder hereof as
the record owner of such shares as of the close of business on the date on which
this  Warrant  shall have been  surrendered  and payment made for such shares as
aforesaid.  In the event of any exercise of this Warrant,  certificates  for the
shares of stock so  purchased  shall be  delivered  to the Holder  hereof or the
designee of the Holder hereof within 10-days thereafter and, unless this Warrant
has been fully exercised or expired,  a new Warrant  representing the portion of
the shares,  if any, with respect to which this Warrant shall not then have been
exercised, shall also be issued to the Holder hereof within such 10-day period.

     4. STOCK FULLY PAID;  RESERVATION  OF SHARES.  All Common Stock that may be
issued upon the exercise of this Warrant will, upon issuance,  be fully paid and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue thereof.  The Company shall at all times reserve and keep available,  free
from preemptive  rights,  out of its authorized but unissued  Common Stock,  the
full number of shares of Common Stock or other  security then  deliverable  upon
exercise of this Warrant.

     5.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

          (1) other or additional  stock or other  securities or property (other
     than cash) by way of dividend,

          (2) any cash or other property paid or payable out of any source, or

          (3)  other  or  additional  stock  or  other  securities  or  property
     (including  cash)  by  way  of  stock-split,  spin-off,   reclassification,
     combination of shares or similar corporate rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 3, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to
in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise if as of the date hereof (the "Issuance Date") such holder had been the
holder of record of the number of shares of Common  Stock called for on the face
of this Warrant, and had thereafter, during the period from the Issuance Date to
and including the date of such  exercise,  retained such shares and/or all other
or additional  stock and other  securities and property  (including  cash in the
cases  referred to in clause (2) and (3) above)  receivable  by it as  aforesaid
during such  period,  giving  effect to all  adjustments  called for during such
period by Sections 5(a) and 5(b).

                                       4
<PAGE>
        (b) ADJUSTMENT FOR REORGANIZATION,  CONSOLIDATION AND MERGER. In case of
any  reorganization  of the Company (or any other corporation the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 3 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  5(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

        (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company
at any  time or from  time  to time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive,  a dividend or other  distribution  payable in additional shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

            (1) the Warrant  Price then in effect  shall be  decreased as of the
time of the issuance of such additional shares or, in the event such record date
is fixed,  as of the close of business on such record date, by  multiplying  the
Warrant  Price then in effect by a fraction  (A) the  numerator  of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance or the close of business on such record date,  and
(B) the denominator of which shall be the total number of shares of Common Stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of  business  on such  record  date as the case may be, plus the number of
shares of Common  Stock  issuable in payment of such  dividend or  distribution;
PROVIDED,  HOWEVER,  that if such record date is fixed and such  dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Warrant Price shall be recomputed accordingly as of the close of business on
such record date, and  thereafter  the Warrant  Exercise Price shall be adjusted
pursuant to this Section 5(c) as of the time of actual payment of such dividends
or distributions; and

            (2) the number of shares of Common Stock theretofore receivable upon
the exercise of this Warrant shall be increased, as of the time of such issuance
or, in the event such record date is fixed,  as of the close of business on such
record date, in inverse proportion to the decrease in the Warrant Price.

                                       5
<PAGE>
        (d) STOCK SPLIT AND REVERSE  STOCK SPLIT.  If the Company at any time or
from time to time effects a stock split or subdivision of the outstanding Common
Stock, the Warrant Price then in effect  immediately  before that stock split or
subdivision  shall be  proportionately  decreased  and the  number  of shares of
Common Stock  theretofore  receivable upon the exercise of this Warrant shall be
proportionately  increased.  If the  Company  at any  time or from  time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of shares,  the Warrant Price then in effect  immediately
before  that  reverse  stock  split  or  combination  shall  be  proportionately
increased and the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be proportionately decreased. Each adjustment
under this Section  5(d) shall become  effective at the close of business on the
date the stock split,  subdivision,  reverse stock split or combination  becomes
effective.

     6.  REGISTRATION OF WARRANT  SECURITIES.  If, at any time commencing on the
date hereof and expiring on the sixth (6th) anniversary, the Company proposes to
register any of its securities under the Securities Act of 1933, as amended (the
"Securities Act"), (other than in connection with a transaction  contemplated by
Rule 145(a)  promulgated  under the Securities Act or pursuant to Form S-1, S-2,
S-3, S-4 or S-8 or any successor forms thereto),  the Company shall give written
notice by registered  or certified  mail at least fifteen (15) days prior to the
filing of each such registration statement, to the holder of this Warrant and/or
any shares of Common Stock issued upon conversion hereof (collectively, "Warrant
Securities")  of its  intention  to do so. If holders of the Warrant  Securities
notify the Company in writing not more than five (5) days after  receipt of such
notice of their desire to include any such Warrant  Securities  in such proposed
registration statement,  the Company shall (subject to the limitations described
below) afford such holders of the Warrant Securities the opportunity to have any
such  Warrant   Securities   registered  under  such   registration   statement.
Notwithstanding  the  foregoing,  the  Company  shall have the right at any time
after  it  shall  have  given  written  notice  of  such  proposed  registration
(irrespective  of whether a written  request for  inclusion  of any such Warrant
Securities  shall  have  been  made)  to elect  not to file  any  such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the  effective  date  thereof.  The Company shall not be obligated to effect any
piggyback registration of Warrant Securities of any other Warrant Securities (as
defined below) more than one time.

     Notwithstanding  the  foregoing,  if the managing  underwriter  of any such
registered offering advises the Company in writing that the number of securities
such  holders  of  Warrant  Securities,  the  Company  and any other  persons or
entities having  registration  rights  (regardless of whether such  registration
rights were granted on, prior to or  subsequent  to the date of issuance of this
Warrant)   intend  to  include  in  such  offering   should,   in  the  managing
underwriter's sole discretion,  be limited,  then the amount of securities to be
offered  for the  account  of  holders  of  Warrant  Securities,  along with the
securities  of  any  other  persons  or  entities  having   registration  rights
(regardless  of whether  such  registration  rights were granted on, prior to or
subsequent to the date of issuance of this  Warrant),  but excluding  securities
that the Company intends to sell for its own account  included in such offering,
shall be reduced PRO RATA to the extent necessary to reduce the aggregate amount
of securities  proposed to be registered to the aggregate amount  recommended by
the managing underwriter.

                                       6
<PAGE>
     Each  Holder  of five  percent  or  more of  Common  Stock,  whose  Warrant
Securities are covered by a registration  statement  pursuant to this Section 6,
agrees,  if requested by the managing  underwriter in an underwritten  offering,
not to effect any public sale or distribution of securities of the same class as
the  securities  included  in  such  registration  statement,  including  a sale
pursuant to Rule 144 under the  Securities  Act of 1933,  as amended  (except as
part of such underwritten registration),  during the 10-day period prior to, and
during the 180-day  period  beginning on the closing  date of each  underwritten
offering made pursuant to such registration statement.

     With respect to any piggyback  registration  involving Warrant  Securities,
the Company shall pay all registration  expenses in connection with the any such
registration  but  excluding  underwriting  discounts and  commissions,  if any,
relating to the sale or  disposition of Warrant  Securities by holders  thereof,
any transfer  tax payable with respect  thereto and the fees and expenses of any
holder's  counsel.  The Company  shall agree to indemnify  the holder of Warrant
Securities  which are  included  in a  registration  statement  pursuant  hereto
substantially  to the  same  extent  as the  Company  agrees  to  indemnify  the
underwriters in the underwriting agreement, and the holder of Warrant Securities
participating  in such  offering  shall agree to  indemnify  the Company and any
underwriter with respect to information  furnished by them for inclusion therein
substantially  to the same  extent  as the  underwriters  have  indemnified  the
Company in the underwriting agreement.  Notwithstanding anything to the contrary
contained  herein,  Holder  shall be liable  under this  Section 6 for only that
amount as does not exceed the net  proceeds to Holder as a result of the sale of
Warrant Securities pursuant to such registration statement. The Company will use
its best  efforts to permit  any  prospectus  used  pursuant  to a  registration
statement  contemplated hereby to remain effective for a period of not less than
ninety  (90) days  from the  effective  date of the  registration  statement  or
amendment thereto in which such prospectus is contained. The Company may require
each holder of Warrant  Securities,  as a condition to registration,  to furnish
the Company such information  regarding such seller and the distribution of such
securities  as may be required to be included in any  registration  statement or
amendment thereto that the Company may request in writing.  To the extent Holder
holds five  percent or more of Common  Stock,  Holder shall agree to be bound by
the  terms of any  lock-up  arrangements  or other  covenants  requested  by the
managing  underwriter in any such  registration  and to complete and execute all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents,  instruments  and agreements  required under the terms of such
underwriting  arrangements or otherwise  reasonably  requested by the Company or
the underwriter in connection therewith.

     7. NOTICE OF ADJUSTMENTS. Whenever any adjustment is required to be made as
provided in Section 5, the Company shall promptly notify the Holder,  describing
in reasonable detail the adjustment and method of calculation used.

     8. FRACTIONAL SHARES. In the sole discretion of the Company, instead of any
fraction of a share  which would  otherwise  be  issuable  upon  exercise of the
Warrant,  the Company shall pay a cash adjustment in respect of such fraction in
an amount  equal to the same  fraction  of the market  price per share of Common
Stock (as  reasonably  determined in good faith by the Board of Directors of the
Company), at the close of business on the date of exercise.

                                       7
<PAGE>
     9.  COMPLIANCE  WITH THE ACT.  The Holder of this  Warrant,  by  acceptance
hereof,  agrees that this  Warrant  and the shares of Common  Stock to be issued
upon  exercise  hereof are being  acquired for  investment  and that it will not
offer,  sell or otherwise  dispose of this Warrant or any shares of Common Stock
to be issued upon  exercise  hereof  except under  circumstances  which will not
result in a violation of the Act or any state securities laws.

     10. MISCELLANEOUS.

        (a) NO RIGHTS AS STOCKHOLDER.  Except as otherwise specifically provided
herein,  no holder of this Warrant,  solely by virtue of such holding,  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether a reorganization,  issue of stock, reclassification of
stock,  consolidation,  merger,  conveyance  or  otherwise),  receive  notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance  of the shares of Common  Stock  which the Holder is then  entitled  to
receive upon the due exercise of this Warrant.

        (b) REPLACEMENT. On receipt of an executed Lost Warrant Affidavit of the
loss, theft, destruction or mutilation of this Warrant and, in the case of loss,
theft or destruction,  on delivery of an indemnity agreement, or bond reasonably
satisfactory in form and amount to the Company or, in the case of mutilation, on
surrender  and  cancellation  of this  Warrant,  the  Company,  at the  Holder's
expense,  will execute and deliver,  in lieu of this  Warrant,  a new Warrant of
like tenor.

        (c)   TRANSFER  AND   ASSIGNMENT.   This  Warrant  may  be  assigned  or
transferred,  in whole or in part, upon written notice of Holder to, which shall
include a written  agreement by any assignee or transferee to be bound by all of
the terms and conditions that are applicable to the Original Holder as specified
in Section 1 of this Warrant.

        (d) NOTICE. Any notice given to either party under this Warrant shall be
in  writing,  and any notice  hereunder  shall be deemed to have been given when
delivered or  telecopied  or, if mailed,  when  mailed,  if sent  registered  or
certified,  addressed to the Company at its principal  executive  offices and to
the Holder at its  address  set forth in the  Company's  books and records or at
such other address as the Holder may have provided to the Company in writing.

        (e)  GOVERNING  LAW.  This Warrant shall be governed by and construed in
accordance with the laws of the State of Colorado without regard to conflicts of
law principles.

                            -Signature Page Follows-

                                       8
<PAGE>
        IN  WITNESS  WHEREOF,  this  Warrant  is  executed  as of the 1st day of
October, 2000.

                                        FUTUREONE, INC., a Nevada corporation


                                        By: /s/ Donald D. Cannella
                                            ------------------------------------
                                            Name:  Donald D. Cannella
                                            Title: Executive Vice President
                                            Date:  October 1, 2000

                                       9
<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 in
accordance with the provisions of the following section of the attached Warrant:

               ___  Section 3(i)

               ___  Section 3(ii)

               ___  Section 3(iii)

        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