EXHIBIT 10.4

THIS WARRANT HAS BEEN ACQUIRED FOR  INVESTMENT  PURPOSES  ONLY, HAS NOT BEEN AND
WILL NOT BE  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, A AMENDED,  AND THE
RULES AND  REGULATIONS  PROMULGATED  THEREUNDER  (THE 1933 ACT),  AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN  REGULATIONS OF THE 1933
ACT) EXCEPT PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF THE 1933 ACT.  THIS LEGEND  SHALL BE ENDORSED  UPON ANY WARRANT
ISSUED IN EXCHANGE FOR THIS WARRANT.

Warrant No:  99-6-2       Right to Purchase 500,000
                          Shares of Common Stock of
June 16, 1999             Saratoga International Holdings Corp.


VOID UNLESS EXERCISED BEFORE 5:00 P.M. PACIFIC STANDARD TIME ON JUNE 15, 2004.


                    SARATOGA INTERNATIONAL HOLDINGS CORP.

                       Common Stock Purchase Warrant

Saratoga  International  Holdings Corp, a Nevada  corporation  (the  "Company"),
hereby certifies that, for value received,  Tom Morsey, or assigns, is entitled,
subject to the terms set forth below,  to purchase from the Company,  commencing
June 16,  1999,  at any time or from  time to time  before  5:00  p.m.,  Pacific
Standard Time, on or before June 15, 2004 fully paid and nonassessable shares of
Common  Stock $.001 par value,  of the Company,  at an exercise  price per share
equal to $.10.  Such  exercise  price per share as adjusted from time to time as
herein  provided  is referred to herein as the  Exercise  Price.  The number and
character of such shares of Common  Stock and the Exercise  Price are subject to
adjustment as provided herein.

1.  Exercise Warrant.

     1.1  Full Exercise. This Warrant may be exercised in full by the holders by
          surrender of this  Warrant  with the Election to Purchase  form at the
          end  hereof  duly  executed  by such  holder,  to the  Company  at its
          principal office,  accompanied by payment,  in cash or by certified or
          official bank check payable to the order of the Company, in the amount
          obtained by multiplying the number of shares of Common Stock for which
          this Warrant is then  exercisable  by the Exercise  Price as set forth
          herein.

     1.2  Partial  Exercise.  This Warrant may be exercised in part by surrender
          of this Warrant in the manner and at the place provided in Section 1.1
          except that the amount payable to the holder on such partial  exercise
          shall be the amount  obtained by multiplying  (a) the number of shares
          of Common Stock  designated  by the holder in the Election to Purchase
          form at the end hereof by (b) the Exercise  Price as set forth herein.
          Any exercise of this  Warrant must be for a minimum of 100,000  shares

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          of Common  stock of the  Company  or the  number  of shares  indicated
          herein,  whichever  is less.  This  Warrant is for full  shares and no
          fractional shares will be issued.  On any such partial  exercise,  the
          Company will  forthwith  issue and deliver to or upon the order of the
          holder a new  Warrant of like  tenor,  in the name of the holder or as
          such holder (upon  payment by such holder of any  applicable  transfer
          taxes)  may  request,  calling in the  aggregate  on the face or faces
          thereof  for the  number  of shares  of  Common  Stock for which  such
          Warrant may still be exercised.

2.   Delivery of Stock  Certificates of Exercise.  As soon as practicable  after
     the  exercise  of the Warrant in full or in part,  and in any event  within
     sixty (60) days thereafter, the Company will cause to be issued in the name
     of and  delivered to the holder,  or as such holder  (upon  payment by such
     holder of any  applicable  transfer  taxes) may direct,  a  certificate  or
     certificates  for the  number  of fully  paid and  nonassessable  shares of
     Common  Stock to which such  holder  shall be  entitled  on such  exercise,
     pursuant to Section 1 or otherwise.

3.  Adjustment for Reorganization Consolidation or Merger.

     3.1. Reorganization,  Consolidation or Merger.  In case at any time or from
          time to time,  the  Company  shall (a)  effect a  reorganization,  (b)
          consolidate  with or merge  into any other  person or  entity,  or (c)
          transfer all or  substantially  all of its properties or assets to any
          other  person  under  any  plan  or  arrangement   contemplating   the
          dissolution of the Company, then, in each such case, the holder of the
          Warrant,  on the exercise  hereof as provided in Section 1 at any time
          after the consummation of such reorganization, consolidation or merger
          or the effective date of such  dissolution,  as the case may be, shall
          receive,  in lieu of the Common Stock  issuable as such exercise prior
          to such  consummation  or such  effective  date,  the  stock and other
          securities  and property  (including  cash) to which such holder would
          have been entitled upon such  consummation  or in connection with such
          dissolution,  as the case may be, if such holder had so exercised  the
          Warrant,  immediately prior thereto, all subject to further adjustment
          thereafter as provided in Sections 4 and 5.

     3.2. Continuation of Terms. Upon any reorganization,  consolidation, merger
          or transfer (and any dissolution  following any transfer)  referred to
          in this Section 3, the Warrant shall continue in full force and effect
          and the terms  hereof shall be  applicable  to the shares of stock and
          Other  Securities  and  property  receivable  on the  exercise  of the
          Warrant after the consummation of such  reorganization,  consolidation
          or merger or the  effective  date of  dissolution  following  any such
          transfer,  as the case may be, and shall be binding upon the issuer of
          any such stock or other securities, including, in the case of any such
          transfer,  the  person  acquiring  all  or  substantially  all  of the
          properties or assets of the Company,  whether or not such person shall
          have expressly assumed the terms of the Warrant.

4.   Adjustments  for Stock  Dividends and Stock  Splits.  In the event that the
     Company shall (i) issue additional  shares of Common Stock as a dividend or
     other   distribution  on  outstanding  Common  Stock,  (ii)  subdivide  its
     outstanding  shares of Common Stock or (iii) combine its outstanding shares
     of the Common  Stock into a smaller  number of shares of the Common  Stock,
     then, in each such event, the Exercise Price shall, simultaneously with the
     happening of such event,  be adjusted by  multiplying  the then  prevailing

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     Exercise Price by a fraction, the numerator of which shall be the number of
     shares  of  Common  Stock  outstanding  immediately  prior  to  such  event
     (calculated  assuming the conversion or exchange of all outstanding  shares
     of  convertible  or  exchangeable  securities  of  the  Company  which  are
     convertible  or  exchangeable  into, or exercisable  for,  shares of Common
     Stock) and the denominator of which shall be the number of shares of Common
     Stock outstanding  immediately  after such event  (calculated  assuming the
     conversion  or  exchange  of  all  outstanding  shares  of  convertible  or
     exchangeable   securities   of  the  Company  which  are   convertible   or
     exchangeable  into, or exercisable  for,  shares of Common Stock),  and the
     product so obtained shall  thereafter be the Exercise Price then in effect.
     The Exercise Price, as so adjusted,  shall be readjusted in the same manner
     upon the happening of any successive  event or events  described  herein in
     this Section 4. The holder of the Warrant shall thereafter, on the exercise
     thereof as provided  in Section 1, be  entitled  to receive  that number of
     shares of Common Stock  determined by  multiplying  the number of shares of
     Common Stock which would  otherwise (but for the provisions of this Section
     4) be issuable on such  exercise,  by a fraction of which (i) the numerator
     is the Exercise Price which would otherwise (but for the provisions of this
     Section 4) be in effect,  and (ii) the denominator is the Exercise Price in
     effect on the date of such exercise.

5.   Adjustment for Dividends in Other Stock, Property and Reclassifications. In
     case at any time or from time to time,  the  holders  of  Common  Stock (or
     Other  Securities)  shall have  received,  or (on or after the record  date
     fixed for the determination of stockholders eligible to receive) shall have
     become entitled to receive without payment therefor,

     a.   other or additional  stock or other securities or property (other than
          cash) by way of dividend, or

     b.   other or additional stock or other  securities or property  (including
          cash)    by   way    of    spin-off,    split-up,    reclassification,
          recapitalization,   combination   of  shares  or   similar   corporate
          rearrangement,  other than additional shares of Common Stock (or Other
          Securities)   issued  as  a  stock   dividend  or  in  a   stock-split
          (adjustments  in respect of which,  in the case of Common  Stock,  are
          provided  for in Section  4), then and in each such case the holder of
          the Warrant,  on the exercise  thereof as provided in Section 1, shall
          be  entitled to receive  the amount of other or  additional  stock and
          other securities and property (including cash in the cases referred to
          in subdivision  (b) of this Section 5) which such holder would hold on
          the date of such exercise if on the date of distribution of such other
          or additional stock or other securities and property, or on the record
          date fixed for determining the  shareholders  entitled to receive such
          other or  additional  stock or other  securities  and  property,  such

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          holder had been the holder of record of the number of shares of Common
          Stock called for on the face of the Warrant and had thereafter, during
          the period  from the date  thereof to and  including  the date of such
          exercise,  retained such shares and all such other or additional stock
          and  other  securities  and  property  (including  cash  in the  cases
          referred to in  subdivision  (b) of this Section 5) receivable by such
          holder  as  aforesaid  during  such  period,   giving  effect  to  all
          adjustments called for during such period by Sections 3 and 4.

6.  Notices of Record Date.  In the event of

     a.   any taking by the  Company of a record of the  holders of any class of
          securities for the purpose of determining  the holders thereof who are
          entitled to receive any dividend or other distribution or any right to
          subscribe for purchase or otherwise acquire any shares of stock of any
          class or any other  securities  or  property,  or to receive any other
          right, or

     b.   any capital  reorganization of the Company,  any  reclassification  or
          recapitalization  of the capital  stock of the Company or any transfer
          of  all  or  substantially  all  the  assets  of  the  Company  to  or
          consolidation  or merger of the Company with or into any other person,
          or

     c.   any voluntary or involuntary dissolution, liquidation or winding-up of
          the  Company,  then and in each such  event the  Company  will mail or
          cause to be mailed to the holder of this  Warrant a notice  specifying
          (i) the date on which any such  record is to be taken for the  purpose
          of such dividend,  distribution  or right,  and stating the amount and
          character of such dividend,  distribution or right,  and (ii) the date
          on which any such reorganization, reclassification,  recapitalization,
          transfer,   consolidation,   merger,   dissolution,   liquidation   or
          winding-up is to take place,  and the time, if any is to be fixed,  as
          of which the holders of record of Common  Stock (or Other  Securities)
          shall be entitled to exchange  their  shares of Common Stock (or Other
          Securities)  for  securities  or other  property  deliverable  on such
          reorganization,    reclassification,    recapitalizaiton,    transfer,
          consolidation, merger, dissolution, liquidation or winding-up.

          Such  notice  shall be mailed at least  twenty  (20) days prior to the
          date  specified  in such  notice  and which  any such  action is to be
          taken.

7.   Reservation of Stock Issuable on Exercise of Warrants.  The Company will at
     all times reserve and keep  available,  solely for issuance and delivery on
     the  exercise  of the  Warrants,  all  shares  of  Common  Stock  (or Other
     Securities) from time to time issuable on the exercise of the Warrant;  the
     shares of Common Stock which the holder of this Warrant  shall receive upon
     exercise of the Warrant will be duly authorized, validly issued, fully paid
     and non-assessable.

8.   Exchange of Warrants.  On surrender  for exchange of the Warrant,  properly
     endorsed,  to the Company,  the Company will issue and deliver to or on the
     order of the holder thereof a new Warrant or Warrants of like tenor, in the
     name of such  holder or as such  holder (on  payment by such  holder of any
     applicable transfer taxes) may direct, calling in the aggregate on the face
     or faces thereof for the number of shares of Common Stock called for in the
     Warrant so surrendered.

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9.   Replacement of Warrants. On receipt of evidence reasonable  satisfactory to
     the Company of the loss, theft, destruction or mutilation of a Warrant and,
     in the case of any  such  loss,  theft  or  destruction  of a  Warrant,  on
     delivery of an indemnity agreement or security  reasonably  satisfactory in
     form and amount to the Company or, in the case of any such  mutilation,  on
     surrender and  cancellation  of such Warrant,  the Company will execute and
     deliver, in lieu thereof, a new Warrant of like tenor.

10.  Warrantholder Not Deemed Stockholder; Restrictions on Transfer. The Warrant
     is issued  upon the  following  terms,  to all of which the holder or owner
     thereof by the taking consents and agrees:

     a.   No holder of the  Warrant  shall,  as such,  be deemed  the  holder of
          Common  Stock that may at any time be  issuable  upon  exercise of the
          Warrant  for any  purpose  whatsoever,  nor shall  anything  contained
          herein be construed to confer upon such  holder,  as such,  any of the
          rights of a  stockholder  of the Company  until such holder shall have
          exercised  the  Warrant  and been  issued  shares of  Common  Stock in
          accordance with the provisions hereof.

     b.   Neither the Warrant nor any shares of Common Stock purchased  pursuant
          to the Warrant shall be registered  under the  Securities  Act of 1933
          (the  "Securities  Act") and  applicable  state  securities  laws. The
          certificates  evidencing  the  shares  of Common  Stock  issued on the
          exercise  of the  Warrant  shall bear a legend to the effect  that the
          shares evidenced by such  certificates  have not been registered under
          the Securities Act and applicable state securities laws.

11.  Notices.  All  notices  and other  communications  from the  Company to the
     holder of the  Warrants  shall be mailed by (i) first class  mail,  postage
     prepaid, (ii) electronic facsimile transmission, or (iii) express overnight
     courier service,  at such address as may have been furnished to the Company
     in  writing by such  holder  or,  until any such  holder  furnishes  to the
     Company an address,  then to, and at the address of, the last holder of the
     Warrant who has so furnished an address to the Company.

12.  Warrant  Callable.  The  Warrant  may be  called  by the  Company  upon the
     expiration  of  thirty  (30) days  written  notice at the price of $.05 per
     share of Common Stock represented by this Warrant.

13.  Miscellaneous.  The Warrant  and any term  hereof may be  changed,  waived,
     discharged  or terminated  only by an  instrument in writing  signed by the
     party  against  which  enforcement  of such  change,  waiver,  discharge or
     termination  is  sought.  The  Warrant  and  the  shares  of  Common  Stock
     underlying  the Warrant shall be construed and enforced in accordance  with
     and  governed  by the  laws of the  State  of  Nevada.  The  invalidity  or
     unenforceability  of  any  provision  hereof  shall  in no way  affect  the
     validity or enforceability of any other provision.

14.  Applicable  Law.  The  validity,  interpretation  and  performance  of this
     Agreement  and of  Warrants  shall be  governed by the laws of the State of
     Washington.


Saratoga International Holdings Corp.

/s/ Patrick F. Charles
------------------------------
Patrick F. Charles, President

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