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 is  entitled  to
subscribe for and purchase One Million (1,000,000) 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.

     2. WARRANT  PRICE.  The initial  exercise  price of this Warrant is Fifteen
Cents ($.15) 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"):
<PAGE>
                         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.

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,

                                        2
<PAGE>
               (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).

          (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

                                        3
<PAGE>
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.

          (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

                                        4
<PAGE>
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.

     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

                                        5
<PAGE>
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.

     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.

                                        6
<PAGE>
          (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.

     IN WITNESS WHEREOF, this Warrant is effective as of the 1st day of October,
2000.

                                        FUTUREONE, INC., a Nevada corporation


                                        By: /s/ Donald D. Cannella
                                            ------------------------------------
                                            Name:  Donald D. Cannella
                                            Title: President/CEO
                                            Date:  January 12, 2001

                                        7
<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

                                       A-1