Exhibit 10.2

                   Form of Warrant for Non-employee Directors


                        WARRANTS TO PURCHASE UP TO _____
                            SHARES OF COMMON STOCK OF
                               GOLD STANDARD, INC.

                          (Incorporated under the laws
                              of the State of Utah)

                By this certificate and for value received, Gold Standard, Inc.,
a Utah corporation  (hereinafter called the "Company") subject to the conditions
herein  contained  and upon the  surrender  of this Warrant  Certificate  to the
Company at its principal offices, currently located at 712 Kearns Building, Salt
Lake City,  Utah 84101,  will sell and deliver or cause to be sold and delivered
to _______________________,  at _____________________, on or before ___________,
a certificate for fully paid and  non-assessable  shares of the Company's common
stock,  par value $0.001 upon  payment of the  purchase  price for the number of
shares in respect of which this  Warrant  Certificate  is  exercised,  but in no
event in excess of the number of shares set forth above; provided, however, that
under  certain  conditions  hereinafter  set forth,  the number of shares of the
Company's common stock purchasable upon the exercise of this Warrant Certificate
may be  increased  or reduced as provided  in Section 2 hereof and the  purchase
price may be adjusted as provided in said  Section 2. This  Warrant  Certificate
shall not be  transferable  without the  express  prior  written  consent of the
Company.  The shares  issuable  upon  exercise of this Warrant  Certificate  are
referred to as the "Warrant  Shares".  Subject to adjustment  as aforesaid,  the
purchase  price per share,  herein  called the  "Purchase  Price"  shall be U.S.
$_______ per share.

                1.       Exercise of Warrants.
                         ---------------------

                         (a) The warrants evidenced by this Warrant  Certificate
                may be exercised on or before _______.

                         (b)   This   Warrant    Certificate   shall   terminate
                automatically  upon the earlier to occur of (i) ___________,  or
                (ii)  the date  that  the  holder  of this  Warrant  Certificate
                ceases, whether voluntarily or involuntarily,  to be a member of
                the  Board  of  Directors  of the  Company.  Until  the  date of
                termination of this Warrant  Certificate,  the holder hereof may
                purchase  all or  any  part  of  the  number  of  shares  of the
                Company's  common  stock  purchasable  upon the exercise of this
                Warrant  Certificate,  and  such  shares  shall  be the sole and
                complete property of the Warrant holder  irrespective of whether
                the Warrant holder thereafter  continues to serve as a member of
                the Board of Directors of the Company.



<PAGE>



                         (c)  Subject to the  conditions  of this  warrant,  the
                warrants  represented  hereby  may be  exercised  by the  holder
                hereof by the  surrender of this Warrant  Certificate  (with the
                Notice  of  Exercise  annexed  hereto  properly   completed  and
                executed)  at the  principal  office  of the  Company  or at the
                principal  office  of  the  transfer  agent,  if  any,  for  the
                Company's  common  stock (or at such other  place as the Company
                and the holder  hereof  shall agree upon in  writing),  together
                with payment in the form of a certified or bank cashier's  check
                drawn on cleared,  U.S. funds to the Company of the aggregate of
                the purchase  price for the number of Warrant  Shares in respect
                of which the warrants represented hereby are then exercised.

                         (d) Upon  surrender  of this  Warrant  Certificate  and
                payment of the Purchase  Price as  aforesaid,  the Company shall
                issue and cause to be delivered with all reasonable  dispatch to
                or  upon  the  written  order  of the  holder  of  this  Warrant
                Certificate and in the name of the Warrant holder, a certificate
                or  certificates  for the number of Warrant  Shares so purchased
                upon the  exercise of the warrants  represented  by this Warrant
                Certificate.  Upon  surrender  of this Warrant  Certificate  and
                payment of the Purchase  Price,  as  aforesaid,  the Company may
                issue and cause to be delivered to or upon the written  order of
                the holder of this Warrant  Certificate  in the name or names of
                persons  other  than  the  Warrant  holder,   a  certificate  or
                certificates  for the number of Warrant Shares so purchased upon
                the exercise of the Warrant represented by this certificate, but
                only upon the  written  request of the  Warrant  holder and only
                with the  unanimous  approval of the Board of  Directors  of the
                Company.  In the event the  shares are to be  registered  in the
                name of a person other than the registered holder of the Warrant
                Certificate,  the Purchase Price shall be accompanied by payment
                of any federal, state and local transfer taxes applicable to the
                transaction.  The certificate or certificates  representing  the
                Warrant  Shares  shall be  deemed to have  been  issued  and any
                person named therein shall be deemed, for all purposes,  to have
                become a holder of record of such Warrant Shares as of the close
                of business on the date of surrender of this Warrant Certificate
                and payment of the Purchase Price and transfer taxes, if any, as
                aforesaid.

                         (e)  The   warrants   represented   by   this   Warrant
                Certificate shall be exercisable,  at the election of the holder
                hereof,  and,  in the event that fewer than all of the  warrants
                represented by this Warrant  Certificate  are exercised prior to
                the  expiration of the warrants,  a new warrant  certificate  or
                certificates   will  be  issued  for  the  number  of   warrants
                represented  by the  surrendered  certificate  which were not so
                exercised.   All  warrant  certificates   surrendered  upon  the
                exercise of the warrants evidenced thereby shall be cancelled.

                         (f)  The  Company   shall  not  be  required  to  issue
                fractions of Warrant Shares on the exercise of warrants.  If any


<PAGE>


                fraction of a Warrant Share would,  except for the provisions of
                this  paragraph,  be issuable  upon the exercise of any warrant,
                the warrant so exercised  shall be deemed to confer to the right
                to purchase the next smaller number of full Warrant  Shares.  If
                more than one warrant  shall be  exercisable  at one time by the
                same  holder,  the  number  of  Warrant  Shares  which  shall be
                issuable  upon the  exercise  thereof  shall be  computed on the
                basis of the aggregate number of warrants exercised.

                2.  Adjustment to Purchase  Price and Number of Shares of Common
Stock.  The Purchase Price and the number of shares of common stock  purchasable
upon the  exercise of a warrant  evidenced by any warrant  certificate  shall be
subject to adjustment from time to time as follows:

                         (a) In case the  Company  shall (i) pay a  dividend  or
                make a distribution to all holders of its common stock in shares
                of its common stock,  (ii) subdivide its  outstanding  shares of
                common stock into a larger  number of shares,  or (iii)  combine
                its outstanding  shares of common stock into a smaller number of
                shares,  then the Purchase Price in effect  immediately prior to
                such  action  shall be adjusted to an amount that bears the same
                relationship to the Purchase Price in effect  immediately  prior
                to such action as the total number of shares of the common stock
                of the  Company  outstanding  immediately  prior to such  action
                bears to the total  number  of  shares  of  common  stock of the
                Company outstanding immediately after such action. An adjustment
                made pursuant to this subsection (A) shall become effective, and
                any such action shall be deemed to have been taken,  immediately
                after the record date in the case of a dividend or  distribution
                and  immediately  after  the  effective  date  in the  case of a
                subdivision or of a combination.

                         (b)  No  adjustment  in the  Purchase  Price  shall  be
                required  unless such  adjustment  would  require an increase or
                decrease of at least three percent (3%) in such price; provided,
                however,  that any adjustment which by reason of this subsection
                (B) is not  required  to be made  shall be carried  forward  and
                taken  into   account   in  any   subsequent   adjustment.   All
                calculations  under this  section  shall be made to the  nearest
                cent.

                         (c) In case  of any  capital  reorganization  or of any
                reclassification  of the common  stock of the  Company or in the
                case of the  consolidation of the Company with, or the merger of
                the Company with or into,  any other  corporation or of the sale
                of all of the  properties  and  assets  of the  Company  as,  or
                substantially  as, an  entirety to any other  corporation,  each
                warrant    shall,    after    such    capital    reorganization,
                reclassification of common stock, consolidation,  merger or sale
                be exercisable,  upon the terms and conditions specified in this
                agreement  and upon  payment  of the  Purchase  Price in  effect
                immediately  prior to such  action,  for the number of shares of
                common stock or other securities or property which he would have


<PAGE>



                owned or have been  entitled to receive  after the  happening of
                such capital  reorganization,  reclassification of common stock,
                consolidation,  merger or sale had such warrant  been  exercised
                immediately prior to such action, and in any case, if necessary,
                the  provisions  set forth in this  section  with respect to the
                rights and  interests  thereafter of the holders of the warrants
                shall  be  appropriately  adjusted  so as to be  applicable,  as
                nearly as may  reasonably  be,  to any  shares of stock or other
                securities or property thereafter  deliverable upon the exercise
                of the warrants.  The  subdivision  or  combination of shares of
                common  stock at any time  outstanding  into a greater or lesser
                number of shares  of  common  stock  shall not be deemed to be a
                reclassification  of the  common  stock of the  Company  for the
                purpose of this subsection (c).

                         (d) Upon each  adjustment  of the  Purchase  Price as a
                result of (i) a  dividend  or  distribution  in shares of common
                stock, or (ii) a subdivision of the outstanding shares of common
                stock,  the  number  of  Warrant  Shares  purchasable  upon  the
                exercise of any warrant  certificate  shall be  increased to the
                number of shares of common  stock  obtained by  multiplying  the
                number of shares of common stock  purchasable  immediately prior
                to such  adjustment  upon exercise of warrants  evidenced by the
                warrant  certificate held by such holder,  by the Purchase Price
                in effect  immediately prior to such adjustment and dividing the
                product so obtained by the  Purchase  Price in effect after such
                adjustment.

                         (e) Upon each  adjustment  of the  Purchase  Price as a
                result  of a  combination  of the  common  stock,  each  warrant
                certificate shall thereupon  evidence the right to purchase that
                number of shares of common  stock  obtained by  multiplying  the
                number of shares of common stock  purchasable  immediately prior
                to such  adjustment  upon exercise of the warrants  evidenced by
                the  warrant  certificate  held by such  holder by the  Purchase
                Price  in  effect  immediately  prior  to  such  adjustment  and
                dividing the product so obtained by the Purchase Price in effect
                after such adjustment.

                         (f)  Whenever  there is an  adjustment  in the Purchase
                Price,  as provided  herein,  the Company shall promptly cause a
                notice  stating  that  such  adjustment  has been  effected  and
                stating  the  Purchase  Price  then in effect  and the number of
                shares of common stock  purchasable upon exercise of any warrant
                certificate to be sent by first class mail, postage prepaid,  to
                each registered  holder of a warrant  certificate at his address
                appearing on the warrant register. The Company shall keep a copy
                of the notice on file and available for inspection by holders of
                warrant certificates during reasonable business hours.

                         (g)  Irrespective  of any  adjustments  in the Purchase
                Price or the number of shares purchasable upon the exercise of a
                warrant,  warrant certificates  theretofore or thereafter issued
                may continue to express the same  prices and number of shares as


<PAGE>



                are  stated  in  the  similar  warrant   certificates   issuable
                initially,  or at some  subsequent  time, and the Purchase Price
                and such number of shares  specified  therein shall be deemed to
                have been so adjusted.

                3. Notices to Warrant Holders.  Nothing  contained in any of the
warrant  certificates  shall be construed as conferring upon the holders thereof
the right to vote or to consent or to receive notice as  stockholders in respect
of the meeting of  stockholders  for the election of directors of the Company or
any other matters.

                4. Registration  Under the Securities Act of 1933. The holder of
this warrant, by acceptance hereof, agrees that the warrants represented by this
Warrant  Certificate  and the Warrant  Shares have been and will be acquired for
investment and not with a view to distribution or resale, and that neither these
warrants,  nor any such  shares,  will be  transferred  or disposed of except in
accordance with the Securities Act of 1933, as amended (the  "Securities  Act"),
and the then existing rules and regulations promulgated thereunder. The warrants
and the Warrant  Shares  shall not be  transferred  except  upon the  conditions
specified in these warrants and compliance with the provisions of the Securities
Act in respect of the transfer of any warrant or of any Warrant Shares.

                5. Notices.  Any notice pursuant to this Warrant  Certificate to
be given by the  Company  or the  holder of this  Warrant  Certificate  shall be
sufficiently given if sent by first class mail, postage prepaid,  addressed,  if
to the Company at its  principal  office,  or if to the warrant  holder,  to the
registered  holder's  address  as  it  last  appears  on  the  warrant  registry
maintained by the Company or, if appointed, to the warrant agent.

                6.  Governing  Law.  This Warrant  Certificate  and each warrant
evidenced  hereby  shall be deemed to be a  contract  made  under,  and shall be
construed in accordance with and governed by, the laws of the State of Utah.

                IN WITNESS WHEREOF, Gold Standard, Inc., has caused this Warrant
Certificate to be duly executed under its corporate seal.

DATED: ________________

                                             GOLD STANDARD, INC.


                                             By ----------------------------
                                                      President
(SEAL)

ATTEST:

By ------------------
      Secretary



<PAGE>



"The securities represented hereby have not been registered under the Securities
Act of 1933, and no transfer,  pledge,  hypothecation or other disposition of it
may be effected  unless  registered  under the Securities Act of 1933, or in the
opinion of counsel of Gold Standard,  Inc., such  disposition is exempt from the
registration provisions of the Act."




<PAGE>



                               NOTICE OF EXERCISE
                               ------------------

                The undersigned hereby elects to purchase ----- shares of Common
Stock,  par value  $0.001 per share,  of Gold  Standard,  Inc.,  pursuant to the
attached  Warrant  Certificate  ("Warrant") and tenders  herewith payment of the
Purchase Price in full, together with all applicable transfer taxes, if any.

                Subject to compliance with the applicable provisions of the U.S.
Securities  Act of 1933 and the  production  of  evidence  satisfactory  to Gold
Standard,  Inc. of such  compliance,  please issue a certificate or certificates
representing  said shares of Common  Stock in the name of the  undersigned,  or,
also subject to payment of the applicable  transfer taxes, in such other name as
may be specified below:

                                                  ------------------------------
                                                  Name

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

                                                  Address

                                                  ------------------------------
                                                  Signature

                FOR VALUE RECEIVED,                                       hereby
                                    ------------------------------------
sells, assigns and transfers unto

Name----------------------------------------------------------------------------
                (Please typewrite or print in block letters)

Address-------------------------------------------------------------------------

the right to purchase Common Stock  represented by this Warrant to the extent of
--------------  shares  as  to  which  right  is  exercisable  and  does  hereby
irrevocably  constitute  and appoint  -------------------------  , attorney,  to
transfer the same on the books of the Company with full power of substitution in
the premises.

                                                  ------------------------------
                                                  Signature

Dated: