VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON JANUARY 16, 2006

This warrant  supercedes and replaces that certain warrant for 500,000 shares at
$0.20 per share dated January 16, 2001 between the parties noted below.

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  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 500,000 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 January  16,  2006 (the  "Expiration  Date"),  up to  500,000  fully paid and
non-assessable  shares  of  Common  Stock  at a price of $0.20  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 Denver,  Colorado are  authorized  by law to
close,  then on the next  succeeding day that shall not be such a day.  Exercise
shall be  performed by delivery  and  surrender to the Company at its  principal
office,  or at the  office of its stock  transfer  agent,  if any,  of: (i) this
Warrant  certificate,  (ii) a duly  executed  Warrant  Exercise  Form  which  is
attached  hereto as Exhibit A and (iii) payment of the aggregate  Exercise Price
for the number of shares  specified in the Warrant  Exercise  Form. The Exercise
Price shall be paid by certified or cashier's check (i.e.,  official bank check)
made payable to the order of the  Company.  Upon receipt by the Company or stock
transfer agent of the Warrant  certificate,  the properly completed and executed
Warrant  Exercise  Form,  and the  Exercise  Price,  the Company  shall  deliver
certificate(s)  evidencing  the  shares of Common  Stock so  purchased  within a
reasonable  time. If this Warrant  should be exercised in part only, the Company
shall also deliver to the Holder a new Warrant certificate evidencing the rights
of the Holder to purchase the balance of the shares purchasable hereunder.  If a
person or persons other than the original Holder of this Warrant exercise all or
part of  this  Warrant,  such  persons  or  persons  shall  also  submit  proof,
satisfactory to counsel for the Company,  of the right of such person or persons
to exercise this Warrant.  The person  exercising this Warrant 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.
Holder shall also make any appropriate arrangements acceptable to the Company to
provide for the amount of withholding  required by applicable federal,  state or
foreign tax laws.

         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. Any fractional share shall be rounded up to a whole share.

         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. This warrant shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing,  registration or qualification of the Warrant Stock upon any securities
exchange or under any state,  federal or foreign law, or the consent or approval
of any  governmental  or regulatory  body, is necessary as a condition of, or in
connection  with,  the issuance or purchase of Warrant  Stock  thereunder,  this
warrant  may  not  be  exercised  in  whole  or in  part  unless  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained on  conditions  acceptable to the Board of  Directors.  Nothing  herein
shall be deemed to require the  Company to apply for or to obtain such  listing,
registration or qualification.
<PAGE>

         4.2  Personal  Exercise  by  Holder.  This  Warrant  shall,  during the
lifetime  of the  Holder,  be  exercisable  only  by  him,  or in the  event  of
disability or incapacity, by the guardian or legal representative of the Holder.
Furthermore,  this Warrant shall not be transferable by the Holder,  in whole or
in part,  other than by will or by the laws of descent  and  distribution.  This
Warrant  shall not,  voluntarily  or  involuntarily,  be  subjected to any lien,
directly or indirectly, by operation of law, or otherwise,  including execution,
levy, garnishment, attachment, pledge or bankruptcy.

         4.3 Indemnity.  The Holder acknowledges and 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.

         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.
<PAGE>

            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.

         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)  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.

         Section  7.  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.
<PAGE>

         8. Investment Purpose Representations and Risks.

         (a) As a condition  to the  issuance by the Company of this Warrant and
Warrant Stock  exercisable  pursuant to this Warrant,  the Holder (i) represents
that the shares of Warrant Stock are being  acquired for investment and not with
a present  intention of selling or otherwise  distributing  and Holder agrees to
make such other  representations  as may be  necessary  in order to comply  with
federal and  applicable  state  securities  laws or  appropriate  to qualify the
issuance of the Warrant Stock as exempt from the  Securities Act of 1933 and any
other  applicable  securities  laws,  and (ii)  represent  that Holder shall not
dispose of the shares of Warrant  Stock in  violation of the  Securities  Act of
1933 or any other applicable securities laws. As noted in Section 7, The Company
reserves the right to place a legend on any stock certificate issued pursuant to
the exercise of this warrant to assure compliance with the foregoing.

         (b) Holder  acknowledges  that (i) an  investment  in the Warrant Stock
involve  significant  risks and may represent an illiquid  investment,  (ii) the
Holder is able to bear the economic  risks of an investment in the Warrant Stock
and is able to maintain his  investment  in the Warrant  Stock for an indefinite
period of time, and (iii) Holder could bear a total loss of the investment.

         (c) Holder has such  knowledge and experience in financial and business
matters to enable  Holder to evaluate the merits and risks of an  investment  in
the Warrant  Stock.  Holders  without such knowledge and experience are strongly
encouraged to consult with a financial, tax or legal advisor before investing in
the Warrant Stock.

         (d) Holder  acknowledges that at the time this Warrant was issued,  the
Company was a reporting  company under the  Securities  Exchange Act of 1934 and
that it files  annual,  quarterly  and other  reports  with the  Securities  and
Exchange Commission.  Holder is strongly encouraged to review such filings prior
to exercising this Warrant,  and acknowledges  that such reports may be reviewed
on the SEC's web site at  www.sec.gov,  or copies may be obtained by  contacting
the  Company.  Holder is aware that he is  afforded  an  opportunity  to discuss
matters  pertinent to an  investment  is the Warrant Stock with the Company upon
exercise.

         Section  9.  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,  1880 Office Club  Pointe,  Suite 2000,
Colorado Springs,  Colorado 80920-5002.  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 10.  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.

         Section  11.  Pronouns.   Any  masculine   personal  pronoun  shall  be
considered to mean the
corresponding feminine or neuter personal pronoun, as the context requires.

         Section  12.  Governing  Law.  This  Agreement  shall be  construed  in
accordance with and governed by the laws of the State of Colorado.
<PAGE>


          Dated this ____ day of , 2001


FutureOne, Inc.,
a Nevada corporation

By:


Name: Ralph R. Zanck


Title: CFO




<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