THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
701 OR RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE
DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION
SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                                     WARRANT

                              Trinity3 Corporation

             (Incorporated under the laws of the State of Delaware)

JW-1

      THIS IS TO CERTIFY that, for value received, and in accordance with the
vesting schedule listed in Section 1, below, Jeffrey Willmann, an individual
(the "Holder"), is entitled, subject to the terms and conditions set forth
herein, to purchase from Trinity3 Corporation, a Delaware corporation (the
"Company") up to Three Hundred Thousand (300,000) fully paid and nonassessable
shares of common stock of the Company (the "Warrant Securities") at the initial
exercise price of $0.06 per share but subject to adjustment as provided in
Section 5 below, (the "Exercise Price"), upon payment by cashier's check or wire
transfer of the Exercise Price (unless exercised pursuant to Section 4 below)
for such shares of the Common Stock to the Company at the Company's offices.

      1. Vesting Schedule. The option to purchase the shares of Common Stock
listed above will vest as follows:

            o     25% on the anniversary date one year from the date hereof;
            o     25% on the anniversary date two years from the date hereof;
            o     25% on the anniversary date three years from the date hereof;
                  and
            o     25% on the anniversary date four years from the date hereof.

      Notwithstanding the above, if, at any time, for any reason, the Holder is
longer under contract with the Company as a consultant or independent contractor
(holding a position as a Director on the Company's Board of Directors does not
qualify), then any unvested warrants shall be forfeited. The vesting schedule
under this Section may be accelerated if agreed upon in a written Consulting
Project Order (as defined in the Consulting Agreement between the parties)
signed by the parties.

      2. Exercisability. Any portion of this Warrant that has vested in
accordance with Section 1, above, may be exercised in whole or in part at any
time, or from time to time, between the date that is one year from the date
hereof and 5:00 p.m. Pacific Standard Time on December 31, 2009, by presentation
and surrender hereof to the Company of a notice of election to purchase duly
executed and accompanied by payment by check or wire transfer of the Exercise
Price (unless exercised pursuant to Section 4 below).


                                  Page 1 of 6
<PAGE>

      3. Manner of Exercise. In case of the purchase of less than all the
Warrant Securities, the Company shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new warrant of like tenor for the balance
of the Warrant Securities. Upon the exercise of this Warrant, the issuance of
certificates for securities, properties or rights underlying this Warrant shall
be made forthwith (and in any event within three (3) business days thereafter)
without charge to the Holder including, without limitation, any tax that may be
payable in respect of the issuance thereof; provided, however, that the Company
shall not be required to pay any tax in respect of income or capital gain of the
Holder.

      If and to the extent this Warrant is exercised, in whole or in part, the
Holder shall be entitled to receive a certificate or certificates representing
the Warrant Securities so purchased, upon presentation and surrender to the
Company of the form of election to purchase attached hereto duly executed, and
accompanied by payment of the purchase price.

      4. Cashless Exercise. In lieu of delivering the Exercise Price in Cash,
Holder, at his option, may instruct the Company to retain, in payment of the
Exercise Price, a number of the shares of Common Stock (the "Payment Shares")
equal to the quotient of the aggregate Exercise Price of the Warrants then being
exercised divided by the Market Price of such Payment Shares as of the date of
exercise, and to deduct the number of Payment Shares from the shares of Common
Stock to be delivered to such holder. For purposes of this Warrant, Market Price
shall mean the closing bid price of the Company's common stock on the trading
day immediately before the exercise date. Notwithstanding the above, this
Section 4 shall only be applicable provided that the Company is trading on a
recognized exchange on the date of exercise.

      5. Adjustment in Number of Shares.

            (A) Adjustment for Reclassifications. In case at any time or from
time to time after the issue date the holders of the Common Stock of the Company
(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 stockholders, shall have become entitled
to receive, without payment therefore, 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
(exclusive of any stock dividend of its or any subsidiary's capital stock), then
and in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and
other securities and property which such Holder would hold on the date of such
exercise if on the issue date he had been the holder of record of the number of
shares of Common Stock of the Company called for on the face of this Warrant and
had thereafter, during the period from the issue date, to and including the date
of such exercise, retained such shares and/or all other or additional stock and
other securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period. In the event of
any such adjustment, the Exercise Price shall be adjusted proportionally.


                                  Page 2 of 6
<PAGE>

            (B) Adjustment for Reorganization, Consolidation, 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)
after the issue date, or in case, after such date, the Company (or any such
other corporation) shall consolidate with or merge into another corporation or
convey all or substantially all of its assets to another corporation, then and
in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 2 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided herein; 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.

      6. No Requirement to Exercise. Nothing contained in this Warrant shall be
construed as requiring the Holder to exercise this Warrant prior to or in
connection with the effectiveness of a registration statement.

      7. No Stockholder Rights. Unless and until this Warrant is exercised, this
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company, or to any other rights whatsoever except the
rights herein expressed, and, no dividends shall be payable or accrue in respect
of this Warrant.

      8. Exchange. This Warrant is exchangeable upon the surrender hereof by the
Holder to the Company for new warrants of like tenor representing in the
aggregate the right to purchase the number of Warrant Securities purchasable
hereunder, each of such new warrants to represent the right to purchase such
number of Warrant Securities as shall be designated by the Holder at the time of
such surrender.

      Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it and reimbursement to the company of all reasonable expenses incidental
thereto, and upon surrender and cancellation hereof, if mutilated, the Company
will make and deliver a new warrant of like tenor and amount, in lieu hereof.

      9. Elimination of Fractional Interests. The Company shall not be required
to issue certificates representing fractions of securities upon the exercise of
this Warrant, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests. All fractional interests shall be eliminated by rounding
any fraction up to the nearest whole number of securities, properties or rights
receivable upon exercise of this Warrant.


                                  Page 3 of 6
<PAGE>

      10. Reservation of Securities. The Company shall at all times reserve and
keep available out of its authorized shares of Common Stock or other securities,
solely for the purpose of issuance upon the exercise of this Warrant, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise hereof. The Company covenants and agrees
that, upon exercise of this Warrant, all shares of Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid, non-assessable and not subject to the preemptive rights of any
stockholder.

      11. Notices to Holder. If at any time prior to the expiration of this
Warrant or its exercise, any of the following events shall occur:

            (a) the Company shall take a record of the holders of any class of
      its securities for the purpose of entitling them to receive a dividend or
      distribution payable otherwise than in cash, or a cash dividend or
      distribution payable otherwise than out of current or retained earnings,
      as indicated by the accounting treatment of such dividend or distribution
      on the books of the Company; or

            (b) the Company shall offer to all the holders of a class of its
      securities any additional shares of capital stock of the Company or
      securities convertible into or exchangeable for shares of capital stock of
      the Company, or any option or warrant to subscribe therefor; or

            (c) a dissolution, liquidation or winding up of the Company (other
      than in connection with a consolidation or merger) or a sale of all or
      substantially all of its property, assets and business as an entirety
      shall be proposed.

then, in any one or more said events, the Company shall give written notice of
such event to the Holder at least fifteen (15) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholder entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer books, as the case may be.

      12. Transferability. This Warrant may not be transferred or assigned by
the Holder without first obtaining the prior written approval by the Company.

      13. Informational Requirements. The Company will transmit to the Holder
such information, documents and reports as are generally distributed to
stockholders of the Company concurrently with the distribution thereof to such
stockholders.

      14. Notice. Notices to be given to the Company or the Holder shall be
deemed to have been sufficiently given if delivered personally or sent by
overnight courier or messenger, or by facsimile transmission. Notices shall be
deemed to have been received on the date of personal delivery or facsimile
transmission. The address of the Company and of the Holder shall be as set forth
in the Company's books and records.


                                  Page 4 of 6
<PAGE>

      15. Consent to Jurisdiction and Service. The Company consents to the
jurisdiction of any court of the State of California, and of any federal court
located in California, in any action or proceeding arising out of or in
connection with this Warrant. The Company waives personal service of any
summons, complaint or other process in connection with any such action or
proceeding and agrees that service thereof may be made, by certified mail
directed to the Company at the location provided in Section 14 hereof, or, in
the alternative, in any other form or manner permitted by law. Orange County,
California shall be proper venue.

      16. Successors; Assignment. All the covenants and provisions of this
Warrant shall be binding upon and inure to the benefit of the Company, the
Holder and their respective legal representatives, successors and assigns. This
Warrant may not be assigned by the Holder without the written consent of the
Company.

      17. Attorneys Fees. In the event the Holder shall refer this Warrant to an
attorney to enforce the terms hereof, the Company agrees to pay all the costs
and expenses incurred in attempting or effecting collection hereunder, including
reasonable attorney's fees, whether or not suit is instituted.

      18. Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND
INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO
THE RULES GOVERNING CONFLICTS OF LAW.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
the signature of its President and Chief Executive Officer and to be delivered
in Irvine, California.

Dated: December 10, 2004                Trinity3 Corporation,
                                        a Delaware corporation


                                        /s/  Steven D. Hargreaves
                                        ----------------------------------------
                                        By:  Steven D. Hargreaves
                                        Its: President


                                        /s/  Shannon T. Squyres
                                        ----------------------------------------
                                        By:  Shannon T. Squyres
                                        Its: Chief Executive Officer


                                  Page 5 of 6
<PAGE>

                               NOTICE OF EXERCISE

TO: Trinity3 Corporation

      (1) |_| The undersigned hereby elects to purchase _____________ shares of
the common stock of Trinity3 Corporation, a Delaware corporation (the
"Company"), pursuant to the terms of the attached Warrant, and tenders herewith
payment of the exercise price in full, together with all applicable transfer
taxes, if any.

            |_| The undersigned hereby elects to purchase _____________ shares
of the common stock of the Company pursuant to the terms of the net exercise
provisions set forth in Section 4 of the attached Warrant, and shall tender
payment of all applicable transfer taxes, if any.

      (2) Please issue a certificate or certificates representing said shares of
the Company's common stock in the name of the undersigned or in such other name
as is specified below:


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

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

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


__________________________________      ________________________________________
(Date)                                  (Signature)


                                        ________________________________________
                                        (Print name)


                                  Page 6 of 6