EXHIBIT 4.8

                                    SERIES A

                                     WARRANT

         THIS WARRANT HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933
(THE "ACT) OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  WITH  RESPECT
THERETO  UNDER THE ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAW, OR UNTIL THE
COMPANY RECEIVES AN OPINION OF COUNSEL,  SATISFACTORY TO THE COMPANY,  THAT SUCH
REGISTRATION IS NOT REQUIRED.

         Nugget Exploration,  Inc., a Nevada corporation, (the "Company") hereby
grants to ____________________ (the "Holder") the right, privilege and option to
purchase ____ shares of its common stock,  $0.01 par value,  ("Common Stock") at
the purchase price of $1.00 per share (the "Exercise Price"),  in the manner and
subject to the conditions hereinafter provided (the "Warrant").

         1.  Time of Exercise of Warrant.  This Warrant may be  exercised during
the period  commencing on the date this Warrant is issued and ending on December
31, 2002.

         2. Method of Exercise.  The Warrant  shall be exercised in whole at any
time or in part from time to time, by delivery of the Subscription Form attached
hereto  duly  executed  along with this  Warrant  directed to the Company at its
principal  place of business  accompanied  by a check  payable to the Company in
payment of the Exercise  Price  rounded to the nearest  $.01,  for the number of
whole shares  specified,  together  with  appropriate  endorsements  or transfer
documents  and a check for payment of any  transfer or similar tax, if required.
Upon  clearance  of the  checks,  the Company  shall make  prompt  delivery of a
certificate  evidencing  the  number of whole  shares to which the Holder may be
entitled,  and pay to the  Holder  cash in an  amount  equal to the  fair  value
(determined in such  reasonable  manner as the Board of Directors of the Company
shall determine) of any fractional share; provided that if any law or regulation
requires the Company to take any action with respect to the shares  specified in
such  notice  before the  issuance  thereof,  then the date of  delivery of such
shares shall be extended for the period  necessary to take such action.  In case
of the purchase of less than all the shares purchasable under this Warrant,  the
Company  shall cancel this Warrant upon  surrender  hereof and shall execute and
deliver a new  Warrant  of like  tenor and date for the  balance  of the  shares
purchasable  hereunder.  The  Company  agrees  at all times to  reserve  or hold
available a  sufficient  number of shares of Common Stock to cover the number of
shares  issuable upon the exercise of this and all other  Warrants of like tenor
then outstanding.

         3.  Rights  as  Stockholder.  The  Holder  shall  have  no rights  as a
stockholder of the Company with respect to any shares of Common Stock subject to
this Warrant prior to his exercise of the Warrant.

         4.  Adjustment of Purchase  Price and Number of Shares.  The number and
kind of  securities  purchasable  upon  the  exercise  of this  Warrant  and the
exercise price shall be subject to adjustment  from time to time, as provided in
Schedule A attached hereto.

         5.  Investment Representation.

                  (a) Holder  represents and warrants to the Company that Holder
is acquiring  this Warrant and the shares  issuable upon exercise of the Warrant
("Warrant  Shares") for Holder's own account for the purpose of  investment  and
not with a view toward resale or other distribution  thereof in violation of the
Securities   Act  of  1933.   Holder   acknowledges   that  the  effect  of  the
representations  and  warranties is that the economic risk of the  investment in
the  Warrant and  Warrant  Shares must be borne by the Holder for an  indefinite
period  of time.  This  representation  and  warranty  shall be  deemed  to be a
continuing  representation  and  warranty  and shall be in full force and effect
upon such exercise of the Warrant granted hereby.

                  (b) In  order  to  enable  the  Company  to  comply  with  the
Securities  Act of 1933 (the  "Securities  Act") and  relevant  state  law,  the
Company may require the Holder as a condition of the  exercising  of the Warrant
granted  hereunder,  to give written assurance  satisfactory to the Company that
the shares  subject to the Warrant are being  acquired for its own account,  for
investment  only,  with  no view to the  distribution  of  same,  and  that  any
subsequent  resale  of any  such  shares  either  shall  be made  pursuant  to a
registration statement under the Securities Act which shall become effective and
be current  with  regard to the shares  being  sold,  or shall be pursuant to an
exemption from registration under the Securities Act. If the shares

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of Common  Stock  purchased  pursuant to the  exercise  of this  Warrant are not
subject to an effective  registration  statement  under the Securities  Act, the
certificate(s) evidencing shares of Common stock purchased upon exercise of this
Warrant shall bear the following restrictive legend:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES  ACT OF 1933 (THE "ACT") OR UNDER ANY STATE  SECURITIES LAW
AND MAY NOT BE SOLD,  TRANSFERRED  OR ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE
REGISTRATION  STATEMENT  WITH RESPECT  THERETO UNDER THE ACT AND ANY  APPLICABLE
STATE  SECURITIES  LAW,  OR UNTIL THE  COMPANY  RECEIVES  AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

         6. Exercisability.   The  Warrant  shall be  exercisable only by Holder
during his lifetime or by his assigns,  heirs,  executors or administrators,  as
the case may be. Any assignment  hereof shall be in compliance  with  applicable
securities laws.

         7.  Piggyback Registration Rights.
             -----------------------------

                  (a) Right to  Piggyback.  At any time,  whenever  the  Company
proposes  to  register  any of its  securities  under the 1933 Act (other than a
registration on Form S-4 or S-8 or such replacement  form), and the registration
form to be used may be used for the  registration  of Registrable  Securities (a
"Piggyback  Registration"),  the Company will give prompt  written notice to the
Holder  and  will  include  in  such  Piggyback  Registration,  subject  to  the
allocation  provisions below, all Registrable  Securities of Holder with respect
to which the Company has received  written requests for inclusion within fifteen
(15) days after the Company's mailing of such notice.

                  (b)  Piggyback Expenses.  In all Piggyback Registrations,  the
Company will pay all of the Registration Expenses.

                  (c) Priority on Registrations.  If a Piggyback Registration is
initiated as an underwritten primary or secondary  registration on behalf of the
Company or holders of the Company's  securities,  and the managing  underwriters
advise the  Company in writing  that in their  reasonable  opinion the number of
securities requested to be included in such registration exceeds the number that
can be sold in such offering,  at a price reasonably  related to fair value, the
Company  may  limit  the  number  of  Registrable  Securities  included  in such
registration.

                  (d) Selection of Underwriters.  If any Piggyback  Registration
is  underwritten,  the selection of investment  banker(s) and manager(s) and the
other decisions regarding the underwriting arrangements for the offering will be
made by the Company.

                  (e)  Continuing  Obligations.   The  Company's agreements with
respect  to the  registration  of the  Warrant  Shares  in this  Section 7 shall
continue in effect regardless of the exercise and surrender of the Warrant.

         8.  Registration Procedures.
             -----------------------

                  Whenever  the  Optionee  has  requested  that any  Registrable
Securities be registered  pursuant to Section 7 of this  Agreement,  the Company
will, as expeditiously as possible:

                  (a)  prepare  and  file  with  the   Securities  and  Exchange
Commission a registration  statement with respect to such Registrable Securities
and use its best  reasonable  efforts to cause such  registration  statement  to
become effective as promptly as practical;

                  (b)  prepare  and  file  with  the   Securities  and  Exchange
Commission such amendments and  supplements to such  registration  statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
registration statement effective for a period of not less than 90 days;

                  (c) furnish to each Selling Holder such  reasonable  number of
copies of such registration statement, each amendment and supplement thereto and
the  prospectus  included  in  such  registration   statement   (including  each
preliminary

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prospectus and any term sheet associated therewith), and such other documents as
such Holder may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by each seller;

                  (d) use its best  reasonable  efforts to  register  or qualify
such Registrable Securities under such other securities or blue sky laws of such
states as the managing underwriter(s) may reasonably request, or if the offering
is not underwritten in New York, New Jersey and Pennsylvania.

                  (e) notify each  Selling  Holder at any time when a prospectus
relating thereto is required to be delivered under the Securities Act within the
period that the Company is required to keep the registration statement effective
of the  happening of any event as a result of which the  prospectus  included in
such registration  statement,  together with any associated term sheet, contains
an untrue  statement of a material fact or omits and fact  necessary to make the
statement  therein not misleading,  and, at the request of any such seller,  the
Company will prepare a supplement  or amendment to such  prospectus  so that, as
thereafter  delivered to the  purchasers of such  Registrable  Securities,  such
prospectus  will not contain an untrue  statement of a material  fact or omit to
state any fact necessary to make the statement therein not misleading;

                  (f)  cause  all such  Registrable  Securities  to be listed or
included on each national securities  exchange,  if any, or on the Stock Market,
on which the other  outstanding  shares of Common  Stock of the Company are then
listed;

                  (g)  provide  a  transfer  agent  and  registrar  for all such
Registrable  Securities not later than the effective  date of such  registration
statement;

                  (h)  enter  into  such  customary  agreements   (including  an
underwriting  agreement in customary form) and take such other customary actions
as may be reasonably necessary to expedite or facilitate the disposition of such
Registrable Securities;

         9.  Indemnification.

                  (a) The Company hereby indemnifies, to the extent permitted by
law, each Holder and their respective officers, directors, employees and agents,
if any,  and each  person who  controls  any of them  within the  meaning of the
Securities  Act (each,  an  "Indemnified  Party")  against all  losses,  claims,
damages, liabilities and expenses arising out of or resulting from any untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement,  prospectus or preliminary prospectus or associated term sheet or any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the  circumstances  in which made except insofar as the same are caused
by or contained in any  information  furnished in writing to the Company by such
Indemnified  Party  expressly  for use  therein  or by any  Indemnified  Party's
failure to deliver a copy of the  registration  statement or  prospectus  or any
amendments  or  supplements   thereto  after  the  Company  has  furnished  such
Indemnified Party with a sufficient number of copies of the same.

                  (b) In connection with any  registration  statement in which a
Selling Holder is participating, each such Holder will furnish to the Company in
a timely manner in writing such  information  as is reasonably  requested by the
Company  for use in any  such  registration  statement  or  prospectus  and will
indemnify,  to the extent  permitted  by law,  the Company,  its  directors  and
officers  and each person who  controls  the Company  (within the meaning of the
Securities Act) against any losses,  claims,  damages,  liabilities and expenses
resulting  from any untrue or alleged  untrue  statement of material fact or any
omission  or alleged  omission of a material  fact  required to be stated in the
registration  statement or  prospectus  or any  amendment  thereof or supplement
thereto or necessary to make the statements therein not misleading,  but only to
the extent that such untrue statement or omission is contained in information so
furnished  in writing  by such  Holder  specifically  for use in  preparing  the
registration statement.

                  (c) Any person entitled to indemnification  hereunder will (i)
give prompt notice to the indemnifying  party of any claim with respect to which
it seeks  indemnification  and (ii) unless in such indemnifying  party's counsel
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may  exist  with  respect  to  such  claim,  permit  such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory to the indemnified  party.  Any failure to give prompt notice shall
deprive a party of its right to  indemnification  hereunder  only to the  extent
that such failure shall have adversely  affected the indemnifying  party. If the
defense of any claim is assumed,  the indemnifying  party will not be subject to
any liability for any settlement made without its consent (but such consent will
not be

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unreasonably  withheld).  An indemnifying  party who is not entitled,  or elects
not, to assume the defense of a claim will not be  obligated to pay the fees and
expenses  or  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying  party  with  respect  to  such  claim,  unless  in the  reasonable
judgement  of any  indemnified  party's  counsel a conflict of  interest  exists
between such indemnified party and any other of such  indemnifying  parties with
respect to such claim.

         10.  Participation in Underwritten Registrations.

         The  Holder  may  not  participate  in  any  underwritten  registration
hereunder  unless he (i) agrees to sell his  securities on the basis provided in
any underwriting  arrangements  approved by the Company,  and (ii) completes and
executes  all  questionnaires,  powers of  attorney,  indemnities,  underwriting
agreements and other  documents  required  under the terms of such  underwriting
arrangements.

         11.  Definitions.

                  (a) The term  "Registrable  Securities"  means (i) the  Common
Stock issuable upon the exercise of the Warrant and (ii) any  securities  issued
or to be issued  with  respect to the  securities  referred to above by way of a
stock  dividend or stock split or in connection  with a  combination  of shares,
recapitalization,  merger,  consolidation  or  other  reorganization.  As to any
particular Registrable Securities,  such securities will cease to be Registrable
Securities when they have been  effectively  registered under the Securities Act
and disposed of in accordance with the registration statement covering them.

                  (b)  The  term  "Registration  Expenses"  means  all  expenses
incident to the  Company's  performance  of or compliance  with this  Agreement,
including without limitation all registration and filing fees, fees and expenses
of  compliance  with  securities  or blue sky laws  (in such  states  reasonably
determined by the Company), printing expenses,  messenger and delivery expenses,
expenses and fees for listing the  securities  to be  registered on exchanges or
electronic  quotation systems on which similar  securities issued by the Company
are then listed,  and fees and disbursements of counsel for the Company (but not
Optionee's  counsel)  and  of  all  independent  certified  public  accountants,
underwriters (other than Underwriting Commissions) and other persons retained by
the Company.

                  (c) The term "Underwriting Commissions" means all underwriting
discounts or commissions relating to the sale of securities of the Company.

         12.  Loss,  Destruction,  etc.  of  Warrant.  Upon  receipt of evidence
satisfactory to the Company,  of the loss,  theft,  destruction or mutilation of
this Warrant, and of indemnity reasonably  satisfactory to the Company, if lost,
stolen,  or destroyed,  and upon  reimbursement to the Company of all reasonable
expenses  incidental  thereto,  and  upon  surrender  and  cancellation  of this
Warrant,  if mutilated,  the Company shall execute,  and deliver to the Holder a
new Warrant of like date, tenor and denomination.

         13.  Governing  Law.   This Warrant and any dispute,  disagreement,  or
issue of construction or  interpretation  arising  hereunder whether relating to
its execution,  its validity,  the  obligations  provided  herein or performance
shall be governed or interpreted according to the laws of the State of Delaware.

         14.  Issuance  of Shares.  The  Company  covenants  and agrees that all
shares of Common Stock which may be delivered  upon the exercise of this Warrant
will, upon delivery,  be duly paid and non-assessable and shall be free from all
taxes, liens and charges with respect to the purchase thereof hereunder.

         IN WITNESS WHEREOF, the  parties  hereto have caused this Warrant to be
executed  November, 1999.

                                           Nugget Exploration, Inc.


                                             /s/ Leonard F. Vernon
                                           -----------------------
                                           Leonard F. Vernon, President

                  (Seal)
ATTEST

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                                           /s/ Kevin O'Donnell
                                         ------------------------
                                         Secretary or Assistant Secretary

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                                   SCHEDULE A

Adjustment of Purchase Price and Number of Shares

         1.  Adjustment.  The number and kind of securities purchasable upon the
exercise of this Warrant and the exercise  price shall be subject to  adjustment
from time to time upon the happening of certain events as follows:

                  (a)  Reclassification,  Consolidation  or Merger.  At any time
while  this  Warrant  remains  outstanding  and  unexpired,  in  case of (i) any
reclassification  or change of outstanding  securities issuable upon exercise of
this  Warrant  (other  than a change in par  value,  or from par value to no par
value per share, or from no par value per share to par value or as a result of a
subdivision or combination of outstanding  securities issuable upon the exercise
of this Warrant),  (ii) any  consolidation or merger of the Company with or into
another  corporation (other than a merger with another  corporation in which the
Company  is  a  continuing   corporation  and  which  does  not  result  in  any
reclassification or change,  other than a change in par value, or from par value
to no par value per share,  or from no par value per share to par value, or as a
result of a subdivision or combination of outstanding  securities  issuable upon
the  exercise  of this  Warrant),  or (iii)  any  sale or  transfer  to  another
corporation of the property of the Company as an entirety or substantially as an
entirety, the Company, or such successor or purchasing corporation,  as the case
may be, shall without payment of any additional consideration therefor,  execute
a new Warrant  providing that the holder of this Warrant shall have the right to
exercise  such new  Warrant  (upon terms not less  favorable  to the holder than
those then  applicable  to this Warrant) and to receive upon such  exercise,  in
lieu of each share of Common Stock  theretofore  issuable  upon exercise of this
Warrant,  the kind and  amount of shares of stock,  other  securities,  money or
property receivable upon such reclassification,  change, consolidation,  merger,
sale or transfer.  Such new Warrant shall provide for adjustments which shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this  Section 1 of  Schedule A. The  provisions  of this  subsection  1(a) shall
similarly  apply  to  successive  reclassifications,   changes,  consolidations,
mergers, sales and transfers.

                  (b)  Subdivision or  Combination of Shares.  If the Company at
any time while this Warrant remains  outstanding and unexpired,  shall subdivide
or  combine  its Common  Stock,  the  Exercise  Price  shall be  proportionately
reduced, in case of subdivision of such shares, as of the effective date of such
subdivision,  or, if the  Company  shall  take a record of holders of its Common
Stock for the purpose of so  subdividing,  as of such record date,  whichever is
earlier,  or shall be proportionately  increased,  in the case of combination of
such shares,  as of the effective date of such  combination,  or, if the Company
shall  take a record  of  holders  of its  Common  Stock for the  purpose  of so
combining, as of such record date, whichever is earlier.

                  (c) Stock  Dividends.  If the  Company  at any time while this
Option is outstanding  and unexpired  shall pay a dividend in shares of, or make
other distribution of shares of, its Common Stock, then the Exercise Price shall
be  adjusted,  as of the date the Company  shall take a record of the holders of
its  Capital  Stock  for  the  purpose  of  receiving  such  dividend  or  other
distribution  (or if no such record is taken,  as at the date of such payment or
other distribution),  to that price determined by multiplying the exercise price
in effect  immediately prior to such payment or other distribution by a fraction
(a) the  numerator  of which shall be the total number of shares of Common Stock
outstanding  immediately  prior to such  dividend or  distribution,  and (b) the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  immediately after such dividend or distribution.  The provisions of
this subsection 1(c) shall not apply under any of the circumstances for which an
adjustment is provided in subsection 1(a) or 1(b).

                  (d)  Liquidating  Dividends,  Etc.  If the Company at any time
while this Warrant is  outstanding  and unexpired  makes a  distribution  of its
assets to the holders of its Common Stock as a dividend in liquidation or by way
of return of  capital or other than as a dividend  payable  out of  earnings  or
surplus legally available for dividends under applicable law or any distribution
to such holders made in respect of the sale of all or  substantially  all of the
Company's  assets  (other  than  under  the  circumstances  provided  for in the
foregoing  subsections  (a) through  (c)),  the holder of this  Option  shall be
entitled  to receive  upon the  exercise  hereof,  in  addition to the shares of
Common  Stock  receivable  upon  such  exercise,  and  without  payment  of  any
consideration  other  than the  exercise  price,  an amount in cash equal to the
value of such distribution per share of Common Stock multiplied by the number of
shares of Common  Stock  which,  on the record date for such  distribution,  are
issuable upon exercise of this Warrant  (with no further  adjustment  being made
following any event which causes a subsequent adjustment in the number of shares
of Common Stock issuable upon the exercise hereof), and an

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appropriate  provision  therefor should be made a part of any such distribution.
The value of a distribution which is paid in other than cash shall be determined
in good faith by the Board of Directors.

         2. Notice of  Adjustments.  Whenever any of the  exercise  price or the
number of shares of Common Stock  purchasable under the terms of this Warrant at
that exercise price shall be adjusted pursuant to Section 1 hereof,  the Company
shall  promptly make a certificate  signed by its President or a Vice  President
and by its  Treasurer  or  Assistant  Treasurer  or its  Secretary  or Assistant
Secretary,   setting  forth  in  reasonable   detail  the  event  requiring  the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including a  description  of the basis on which the  Company's
Board of Directors made any determination hereunder), and the exercise price and
number of shares of Common Stock purchasable at that exercise price after giving
effect to such  adjustment,  and shall promptly cause copies of such certificate
to be mailed (by first class and postage  prepaid ) to the registered  holder of
this Warrant.

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                                  SUBSCRIPTION

         The undersigned, ______________________,  pursuant to the provisions of
the  foregoing  Warrant,   hereby  agrees  to  subscribe  for  the  purchase  of
______________  shares of Common Stock of Nugget  Exploration,  Inc.  covered by
said Warrant, and makes payment therefor in full at the price per share provided
by said Warrant.

 Dated:_____________                        Signature:_________________________

                                                      Address:__________________
                                                               -----------------

ASSIGNMENT

     FOR VALUE RECEIVED  ______________ hereby sells, assigns and transfers unto
____  ____________ the foregoing Warrant and all rights evidenced  thereby,  and
does irrevocably constitute and appoint __________________________, attorney, to
transfer said Warrant on the books of Nugget Exploration, Inc.


Dated:______________                          Signature:________________________

                                                       Address:_________________
                                                               -----------------

PARTIAL ASSIGNMENT

         FOR VALUE RECEIVED __________________ hereby assigns and transfers unto
_________________  the right to  purchase  _________shares  of  Common  Stock of
Nugget Exploration,  Inc. by the foregoing Warrant,  and a proportionate Part of
said Warrant and the rights evidenced  hereby,  and does irrevocably  constitute
and appoint __________________,  attorney, to transfer that part of said Warrant
on the books of Nugget Exploration, Inc.


Dated:______________                          Signature:________________________

                                                        Address:________________
                                                                ----------------


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