THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR ANY  STATE
SECURITIES  LAWS.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

THE COMMON STOCK  UNDERLYING THIS WARRANT IS NOT REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE  SECURITIES  LAWS.  SUCH  SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION  THEREFROM UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


No. 99-001                                     Warrant to Purchase 20,000 Shares
                                               of Common Stock (subject to
                                               adjustment)

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                               SITEK INCORPORATED

                           VOID AFTER FEBRUARY 5, 2004


        This certifies that TLD Funding Group (the  "Holder"),  or assigns,  for
value  received,  is entitled to purchase  from SITEK  Incorporated,  a Delaware
corporation (the "Company"), up to 20,000 shares of Common Stock of the Company,
as adjusted for the events set forth in Section 4, at the Stock  Purchase  Price
as set forth in Section 1. "Common Stock" means the common stock of the Company.

This Warrant is subject to the following terms and conditions:

1.      DETERMINATION  OF STOCK PURCHASE PRICE.  The exercise price per share of
        this Warrant is $6.00 per share, as adjusted  pursuant to Section 4 (the
        "Stock Purchase Price").

2.      EXERCISE; VESTING; PRICING.

        2.1    EXERCISE, ISSUANCE OF CERTIFICATES, PAYMENT.

               (A)    Subject to the vesting  provisions in this Section 2, this
                      Warrant is exercisable at the option of the Holder, at any
                      time or from  time to  time,  before  5:00  p.m.  Mountain
                      Standard Time on February 5, 2004 (the "Expiration Date").
                      To
<PAGE>
                      exercise this Warrant,  Holder must surrender this Warrant
                      to the  Company,  at its  principal  office or such  other
                      place as the Company may designate, properly endorsed with
                      the Form of Subscription  (attached to this Warrant) fully
                      filled in and  signed.  If  applicable,  Holder  also must
                      remit payment of the Stock  Purchase  Price to the Company
                      at the time of exercising this Warrant, by cashier's check
                      or wire transfer.

               (B)    Notwithstanding  any  provisions  in this  Warrant  to the
                      contrary,  if the fair  market  value of one  share of the
                      Common Stock is greater  than the  exercise  price (at the
                      date  of  calculation,  as set  forth  below),  in lieu of
                      exercising  this  Warrant  for cash,  Holder  may elect to
                      receive shares equal to the value (as determined below) of
                      this  Warrant  (or the  portion of it being  canceled)  by
                      surrendering this Warrant to the Company, at its principal
                      office  or such  other  place as  Company  may  designate,
                      properly endorsed with the Form of Subscription  (attached
                      to this Warrant)  fully filled in and signed.  The Company
                      will  then  issue to  Holder a number  of shares of Common
                      Stock computed using the following formula:

                                    X =  Y (A - B)
                                         --------
                                            A

                             Where         X  =   the number of shares of Common
                                                  Stock to be issued to Holder

                                           Y  =   the number of shares of Common
                                                  Stock purchasable under the
                                                  Warrant, or, if only a portion
                                                  of the Warrant is being
                                                  exercised, the portion of the
                                                  Warrant being canceled (at the
                                                  date of such calculation)

                                           A  =   the fair market value of one
                                                  share of the Common Stock (at
                                                  the date of such calculation)

                                           B  =   Exercise Price (as adjusted to
                                                  the date of such calculation)


                      For purposes of the above  calculation,  fair market value
                      for one share of Common  Stock will be  determined  by the
                      Company's Board of Directors in good faith. However, where
                      there  exists a public  market for the Common Stock at the
                      time of such exercise of this Warrant by Holder,  the fair
                      market  value per share  will be the  average  of the five
                      trading days immediately  prior to the date of determining
                      the fair  market  value:  (i) of the closing bid and asked
                      prices of the Common  Stock;  or (ii) of the closing price
                      quoted on the Nasdaq

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<PAGE>
                      National  Market or on any  exchange  on which the  Common
                      Stock is listed, whichever is applicable.

               (C)    The  Company  agrees  that  the  shares  of  Common  Stock
                      purchased under this Warrant shall be and are deemed to be
                      issued to the Holder as the record owner of such shares as
                      of the close of business on the date on which this Warrant
                      shall  have  been  surrendered,   properly  endorsed,  the
                      completed, executed Form of Subscription (attached to this
                      Warrant)  delivered and payment made by cashier's check or
                      wire transfer for such shares.

        2.2    CERTIFICATES.  Certificates  for the  shares of  Common  Stock so
               purchased,  together  with any other  securities  or  property to
               which  the  Holder  is  entitled  upon  such  exercise,  shall be
               delivered to the Holder by the Company at the  Company's  expense
               within a  reasonable  time after the rights  represented  by this
               Warrant  have been so  exercised.  In case of a purchase  of less
               than all the shares  which may be purchased  under this  Warrant,
               the Company  shall  cancel this Warrant and execute and deliver a
               new  Warrant or  Warrants  of like  tenor for the  balance of the
               shares  purchasable  under  the  Warrant  surrendered  upon  such
               purchase to the Holder hereof within a reasonable time.

3.      SHARES. The Company covenants and agrees that all shares of Common Stock
        which may be issued upon the exercise of the rights  represented by this
        Warrant will,  upon  issuance,  be free of all taxes,  liens and charges
        with respect to the issuance  thereof (other than income taxes and taxes
        in respect of any  transfer  occurring  contemporaneously  or  otherwise
        specified herein).

4.      ADJUSTMENT  OF STOCK  PURCHASE  PRICE AND  NUMBER OF  SHARES.  The Stock
        Purchase Price and the number of shares purchasable upon the exercise of
        this  Warrant will be subject to  adjustment  from time to time upon the
        occurrence of certain events described in this Section 4.

        4.1    SUBDIVISION OR COMBINATION OF STOCK. If the Company,  at any time
               while this Warrant or any portion of it remains  outstanding  and
               unexpired, subdivides its outstanding shares of Common Stock into
               a greater  number of shares,  the Stock  Purchase Price in effect
               immediately  prior to such  subdivision  will be  proportionately
               reduced and the number of shares  purchaseable  upon the exercise
               of this Warrant will be proportionately increased. Conversely, in
               case the outstanding  shares of Common Stock of the Company shall
               be combined into a smaller  number of shares,  the Stock Purchase
               Price in effect  immediately  prior to such combination  shall be
               proportionately  increased and the number of shares  purchaseable
               upon  the  exercise  of  this  Warrant  will  be  proportionately
               reduced.

        4.2    DIVIDENDS   IN   COMMON    STOCK,    OTHER    STOCK,    PROPERTY,
               RECLASSIFICATION.  If,  while this  Warrant or any  portion of it
               remains outstanding and unexpired, the holders of

                                        3
<PAGE>
               Common Stock (or any shares of stock or other  securities  at the
               time  receivable  upon the exercise of this  Warrant)  receive or
               become  entitled to receive  other or  additional  securities  or
               property  (other  than cash) of the  Company  by way of  dividend
               (other than (i) shares of Common  Stock  issued as a stock split,
               adjustments  in respect of which shall be covered by the terms of
               Section 4.1 or (ii) an event for which  adjustment  is  otherwise
               made pursuant to Section  4.4),  and do not have to pay for these
               securities  or property,  then and in each such case,  the Holder
               will, upon the exercise of this Warrant,  be entitled to receive,
               in  addition to the number of shares of Common  Stock  receivable
               thereupon,  and without  payment of any additional  consideration
               therefor,  the amount of securities or property (other than cash)
               of the  Company  which the Holder  would hold on the date of such
               exercise had he been the holder of record of such Common Stock as
               of the date on which  holders of Common Stock  received or became
               entitled to receive such securities or property.

        4.3    REORGANIZATION, RECLASSIFICATION,  CONSOLIDATION, MERGER OR SALE.
               If while this  Warrant or any  portion of it remains  outstanding
               and unexpired,  any capital reorganization or reclassification of
               the capital stock of the Company,  any consolidation or merger of
               the  Company  with  another  entity,   or  the  sale  of  all  or
               substantially  all of its assets to another entity is effected in
               such a way that  holders of Common  Stock are entitled to receive
               stock, securities, or other assets or property (collectively, the
               "Consideration")  then,  as a condition  of such  reorganization,
               transfer,   reclassification,   consolidation,   merger  or  sale
               (collectively,  the "M&A Event"),  lawful provisions must be made
               so that the Holder  will have the right to  purchase  and receive
               upon exercise of this Warrant the  Consideration  that the Holder
               would  have been  entitled  to  receive  in the M&A Event if this
               Warrant had been exercised  immediately before the M&A Event, all
               subject to further adjustment  pursuant to this Section 4. In the
               event  the  value  of  the  Consideration  (if  not  in  cash  or
               marketable securities,  then the value will be determined in good
               faith by the  Board of  Directors  of the  Company)  issuable  or
               payable  with  respect  to one share of the  Common  Stock of the
               Company  immediately  before  the M&A  Event is in  excess of the
               Stock Purchase Price  effective at the time of the M&A Event,  or
               if the Consideration consists of publicly traded securities, then
               any vested  portion of this Warrant will expire unless  exercised
               prior to the M&A Event. In any M&A Event,  appropriate  provision
               will be made with  respect  to the rights  and  interests  of the
               Holder so that the provisions of this Warrant (including, without
               limitation,  provisions  for  adjustments  of the Stock  Purchase
               Price and of the number of shares purchasable and receivable upon
               the exercise of this  Warrant) will be  applicable,  as nearly as
               may be, in relation  to any  Consideration  deliverable  upon the
               exercise of this Warrant.

5.      NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained
        in this  Warrant will be  construed  as  conferring  upon the Holder the
        right to vote or to consent or to receive notice as a shareholder of the
        Company or any other  matters or any rights  whatsoever as a shareholder
        of the Company.  No dividends or interest  will be payable or accrued in
        respect

                                        4
<PAGE>
        of  this  Warrant  or  the  interest  represented  by it or  the  shares
        purchasable  under it until,  and only to the extent that,  this Warrant
        has been  exercised.  No provisions  of this Warrant,  in the absence of
        affirmative action by the Holder to purchase shares of Common Stock, and
        no mere  enumeration  in this Warrant of the rights or privileges of the
        Holder,  will give rise to any  liability  of such  Holder for the Stock
        Purchase  Price  or  as a  shareholder  of  the  Company,  whether  such
        liability is asserted by the Company or by its creditors.

6.      MODIFICATION  AND WAIVER.  This  Warrant and any  provision of it may be
        changed,  waived,  discharged  or  terminated  only by an  instrument in
        writing  signed by the party  against which  enforcement  of the same is
        sought.

7.      NOTICES. Any notice,  request or other document required or permitted to
        be given or  delivered  to the Holder or the Company  must be  delivered
        personally,  sent by registered mail,  postage prepaid,  or by confirmed
        fax with copy by first-class mail, to the Holder at the address as shown
        on the books of the  Company or to the Company at  _________________  or
        fax number  602-921-8550  or such other  address or fax number as either
        may from time to time  provide to the other in the manner  described  in
        this Section.

8.      BINDING  EFFECT ON  SUCCESSORS;  TRANSFERABILITY.  This  Warrant will be
        binding upon any entity succeeding the Company by merger,  consolidation
        or acquisition of all or substantially all of the Company's assets.  All
        of the obligations of the Company  relating to the Common Stock issuable
        upon  the  exercise  of this  Warrant  will  survive  the  exercise  and
        termination of this Warrant.  All of the covenants and agreements of the
        Company  will  inure  to the  benefit  of the  Holder  and the  Holder's
        successors  and assigns.  The Holder cannot  transfer,  pledge or assign
        this Warrant except to Holder's estate or heirs upon Holder's death.

9.      DESCRIPTIVE  HEADINGS AND GOVERNING LAW. The description headings of the
        several  sections  and  paragraphs  of this  Warrant  are  inserted  for
        convenience  only and do not  constitute  a part of this  Warrant.  This
        Warrant  will be  construed  and enforced in  accordance  with,  and the
        rights of the  parties  shall be  governed  by, the laws of the State of
        Arizona (exclusive of its choice of law provisions).

10.     ARBITRATION. Any controversy or claim arising out of or relating to this
        Warrant or the breach or validity of it will be settled  exclusively  by
        arbitration  in  Phoenix,  Arizona,  by an  arbitrator  selected  by the
        Company and Holder.  If the Company and Holder are unable to agree on an
        arbitrator, they will petition the Superior Court of Arizona in Maricopa
        County to select an arbitrator for the parties.  Judgment upon the award
        rendered  by  the   arbitrator  may  be  entered  in  any  court  having
        jurisdiction thereof. The parties consent to the exclusive  jurisdiction
        of the courts located in Maricopa County,  Arizona for any matters to be
        decided by a court.

11.     LOST  WARRANTS.  The Company  represents and warrants to the Holder that
        upon receipt of evidence satisfactory to the Company of the loss, theft,
        destruction, or mutilation of this

                                        5
<PAGE>
        Warrant and, in the case of any such loss,  theft or  destruction,  upon
        receipt of an indemnity  reasonably  satisfactory to the Company,  or in
        the case of any such mutilation upon surrender and  cancellation of such
        Warrant,  the  Company,  at its  expense,  will  make and  deliver a new
        Warrant,  or like  tenor,  in lieu of the  lost,  stolen,  destroyed  or
        mutilated Warrant.

12.     FRACTIONAL  SHARES.  No fractional shares may be issued upon exercise of
        this Warrant. The Company will, in lieu of issuing any fractional share,
        pay the  holder  entitled  to such  fraction a sum in cash equal to such
        fraction multiplied by the then effective Stock Purchase Price.


DATED February 5, 1999.

HOLDER:                                 COMPANY:

CEE AND GEE FUNDING, INC.,              SITEK INCORPORATED,
  an Arizona corporation d/b/a            a Delaware corporation
  TLD Funding Group


By:                                      By:
    ------------------------------          ------------------------------
    John R. Balding, President              Don M. Jackson, Jr., President

                                        6
<PAGE>
                               NOTICE OF EXERCISE


To:     SITEK Incorporated ("SITEK")

1.      The  undersigned  hereby (i) elects to purchase  ____________  shares of
        SITEK's  Common Stock,  pursuant to the  provisions of Section 2.1(A) of
        the attached Warrant, and tenders herewith payment of the purchase price
        for such shares in full, or (ii) elects to exercise this Warrant for the
        purchase  of  ___________________  shares of Common  Stock,  pursuant to
        Section 2.1(B) of the attached Warrant.

2.      In  exercising  this  Warrant,   the  undersigned  hereby  confirms  and
        acknowledges  that the shares of Common Stock issued upon  conversion of
        this  Warrant  are  being  acquired   solely  for  the  account  of  the
        undersigned  and  not  as  a  nominee  for  any  other  party,  and  for
        investment,  and that the undersigned will not offer,  sell or otherwise
        dispose of any such shares of Common Stock  except  under  circumstances
        that will not result in a violation of the  Securities  Act of 1933,  as
        amended, or any applicable state securities laws.

3.      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)

                                        7