Exhibit 4.2
                               WARRANT NO. WIP -2

                   To Purchase 366,667 Shares of Common Stock
                                       of
                        EL CAPITAN PRECIOUS METALS, INC.
                             (a Nevada corporation)
                                 ---------------


      This Warrant and the  Securities  issuable  upon  exercise of this Warrant
have not been  registered  under the  Securities Act of 1933 (the "1933 Act") or
under any state  securities  or "Blue Sky" laws ("Blue Sky Laws").  No transfer,
sale, assignment,  pledge, hypothecation or other disposition of this Warrant or
the  Securities  issuable upon exercise of this Warrant or any interest  therein
may be made except (a) pursuant to an effective registration statement under the
1933 Act and any  applicable  Blue Sky Laws or (b) if the  Corporation  has been
furnished  with an opinion of counsel for the holder,  which opinion and counsel
shall be  reasonably  satisfactory  to the  Corporation,  to the effect  that no
registration  is  required  because of the  availability  of an  exemption  from
registration under the 1933 Act and applicable Blue Sky laws.

      THIS  CERTIFIES  THAT,  for  good  and  valuable   consideration  Whitebox
Intermarket  Partners,  L.P., a British Virgin Islands limited  partnership (the
"Holder"),  or the Holder's registered assigns, is entitled to subscribe for and
purchase  from El Capitan  Precious  Metals,  Inc.,  a Nevada  corporation  (the
"Corporation"),  at any time on or after  January  20,  2006,  to and  including
January 20,  2011  (subject  to the  limitations  provided in Section 10 below),
366,667 fully paid and  nonassessable  shares of Common Stock of the Corporation
at the price of $0.60 per share (the "Warrant Exercise  Price"),  subject to the
anti-dilution and price protection provisions of this Warrant.

      The  shares  which may be  acquired  upon  exercise  of this  Warrant  are
referred to herein as the "Warrant  Shares." As used herein,  the term  "Holder"
means the  Holder,  any party who  acquires  all or a part of this  Warrant as a
registered  transferee  of the  Holder,  or any record  holder or holders of the
Warrant  Shares  issued  upon  exercise,  whether  in whole  or in part,  of the
Warrant.  The term "Common  Stock" means the common stock,  $0.001 par value per
share,  of the  Corporation.  Capitalized  terms  used  herein,  which  are  not
otherwise  defined herein,  shall have the meanings as set forth in the Purchase
Agreement dated October 28, 2005 between the Corporation and the Holder.

      This Warrant is subject to the following provisions, terms and conditions:

1. Exercise; Transferability.

      (a) The rights  represented by this Warrant may be exercised by the Holder
hereof,  in whole or in part (but not as to a fractional share of Common Stock),
by written  notice of exercise (in the form  attached  hereto)  delivered to the
Corporation at the principal  office of the Corporation  prior to the expiration
of this  Warrant and  accompanied  or preceded by the  surrender of this Warrant
along with a check in payment of the  Warrant  Exercise  Price for such  Warrant
Shares.

<PAGE>

      (b) Except as provided in Section 7 hereof,  this Warrant may not be sold,
transferred,  assigned,  hypothecated  or divided  into two or more  Warrants of
smaller denominations, nor may any Warrant Shares issued pursuant to exercise of
this Warrant be  transferred.  In no event may this Warrant be  transferred  and
divided (without any exercise hereof) into any  denomination(s) of less than 100
Warrant Shares.

2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this Warrant is
exchangeable  upon the surrender  hereof by the Holder to the Corporation at its
office for new Warrants of like tenor and date representing in the aggregate the
right to purchase the number of Warrant Shares  purchasable  hereunder,  each of
such new  Warrants to  represent  the right to  purchase  such number of Warrant
Shares (not to exceed the aggregate total number purchasable hereunder) as shall
be designated by the Holder at the time of such  surrender.  Upon receipt by the
Corporation  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 upon
surrender and cancellation of this Warrant,  if mutilated,  the Corporation will
make and  deliver a new  Warrant of like tenor,  in lieu of this  Warrant.  This
Warrant shall be promptly  canceled by the Corporation upon the surrender hereof
in connection  with any exchange or replacement.  The Corporation  shall pay all
expenses,  taxes (other than stock transfer taxes), and other charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this Section 2.

3. Issuance of the Warrant Shares.

      (a) The Corporation agrees that the Warrant Shares shall be and are deemed
to be issued to the Holder as of the close of business on the date on which this
Warrant shall have been surrendered and the payment made for such Warrant Shares
as  aforesaid.  Subject to the  provisions  of paragraph  (b) of this Section 3,
certificates  for the Warrant  Shares so  purchased  shall be  delivered  to the
Holder  within a reasonable  time after the rights  represented  by this Warrant
shall have been so  exercised,  and,  unless  this  Warrant has  expired,  a new
Warrant representing the right to purchase the number of Warrant Shares, if any,
with respect to which this Warrant shall not then have been exercised shall also
be delivered to the Holder.

      (b) Notwithstanding the foregoing,  however,  the Corporation shall not be
required to deliver any  certificate  for Warrant  Shares upon  exercise of this
Warrant except in accordance  with  exemptions  from the  applicable  securities
registration  requirements or registrations  under  applicable  securities laws.
Except as described in Section 9, nothing herein shall obligate the  Corporation
to effect registrations under federal or state securities laws. If registrations
are not in effect and if exemptions  are not available  when the Holder seeks to
exercise the Warrant, the Warrant exercise period will be extended,  if need be,
to prevent the Warrant from  expiring,  until such time as either  registrations
become effective or exemptions are available,  and the Warrant shall then remain
exercisable  for a  period  of at  least  30  calendar  days  from  the date the
Corporation  delivers to the Holder written notice of the  availability  of such
registrations  or  exemptions.  The Holder agrees to execute such  documents and
make such  representations,  warranties and agreements as may be required solely
to  comply  with  the  exemptions  relied  upon  by  the  Corporation,   or  the
registrations made, for the issuance of the Warrant Shares.

                                       2
<PAGE>

4. Covenants of the Corporation.  The Corporation  covenants and agrees that all
Warrant  Shares  will,  upon  issuance  pursuant  to the terms  hereof,  be duly
authorized and issued, fully paid, non-assessable and free from all taxes, liens
and charges with respect to the issue thereof. The Corporation further covenants
and agrees that during the period  within which the rights  represented  by this
Warrant may be exercised,  the Corporation will at all times have authorized and
reserved for the purpose of issue or transfer upon exercise of the  subscription
rights  evidenced by this Warrant a sufficient  number of shares of Common Stock
to provide for the exercise of the rights represented by this Warrant.

5.  Anti-dilution  Adjustments.  The  provisions  of this Warrant are subject to
adjustment as provided in this Section 5.

      (a) Stock Splits,  Dividends and Combinations.  The Warrant Exercise Price
shall be  adjusted  from time to time such  that in case the  Corporation  shall
hereafter:

            (i) pay any  dividends  on any  class of  stock  of the  Corporation
payable in Common Stock or securities convertible into Common Stock;

            (ii)  subdivide its then  outstanding  shares of Common Stock into a
greater number of shares; or

            (iii)   combine    outstanding    shares   of   Common   Stock,   by
reclassification or otherwise;

then, in any such event, the Warrant Exercise Price in effect  immediately prior
to  such  event  shall  (until  adjusted  again  pursuant  hereto)  be  adjusted
immediately  after such event to a price  (calculated  to the nearest full cent)
determined  by  dividing  (A) the number of shares of Common  Stock  outstanding
immediately  prior  to such  event,  multiplied  by the  then  existing  Warrant
Exercise  Price,  by (B) the total number of shares of Common Stock  outstanding
immediately  after  such event  (including  in each case the  maximum  number of
shares of Common Stock  issuable in respect of any securities  convertible  into
Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise
Price per share.  An adjustment  made pursuant to this  Subsection  shall become
effective  immediately  after  the  record  date in the  case of a  dividend  or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision,  combination or reclassification.  If, as a result of
an  adjustment  made  pursuant  to this  Subsection,  the Holder of any  Warrant
thereafter  surrendered  for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common Stock and other capital
stock of the Corporation,  the Board of Directors (whose  determination shall be
conclusive)  shall  determine the  allocation of the adjusted  Warrant  Exercise
Price  between or among  shares of such  classes  of capital  stock or shares of
Common Stock and other capital stock.  All  calculations  under this  Subsection
shall be made to the  nearest  cent or to the nearest  1/100 of a share,  as the
case may be. In the event  that at any time as a result  of an  adjustment  made
pursuant to this Subsection,  the holder of any Warrant  thereafter  surrendered
for  exercise  shall  become  entitled to receive any shares of the  Corporation
other than shares of Common Stock, thereafter the Warrant Exercise Price of such
other  shares so  receivable  upon  exercise of any Warrant  shall be subject to
adjustment  from time to time in a manner and on terms as nearly  equivalent  as
practicable  to the  provisions  with respect to Common Stock  contained in this
Section.

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<PAGE>

      (b) Mechanics of Adjustment for Stock Splits,  Dividends and Combinations.
Upon each  adjustment  of the Warrant  Exercise  Price  pursuant to Section 5(a)
above,  the  Holder  of  each  Warrant  shall  thereafter  (until  another  such
adjustment) be entitled to purchase at the adjusted  Warrant  Exercise Price the
number of shares,  calculated to the nearest full share, obtained by multiplying
the number of shares  specified  in such Warrant (as adjusted as a result of all
adjustments in the Warrant Exercise Price in effect prior to such adjustment) by
the Warrant  Exercise Price in effect prior to such  adjustment and dividing the
product so obtained by the adjusted Warrant Exercise Price.

      (c)  Consolidations,  Mergers and  Reorganization  Events.  In case of any
consolidation  or merger to which the Corporation is a party other than a merger
or consolidation in which the Corporation is the continuing  corporation,  or in
case of any sale, transfer or other disposition to another corporation of all or
substantially  all of the  assets  of the  Corporation,  or in the  case  of any
statutory  exchange  of  securities  with  another  corporation  (including  any
exchange  effected in connection with a merger of a third  corporation  into the
Corporation),  there shall be no adjustment under Subsection (a) of this Section
5; but the  Holder  of each  Warrant  then  outstanding  shall  have  the  right
thereafter  to convert  such Warrant into the kind and amount of shares of stock
and other securities and property which the Holder would have owned or have been
entitled to receive  immediately  after such  consolidation,  merger,  statutory
exchange,  sale or transfer had such Warrant been converted immediately prior to
the effective date of such consolidation,  merger,  statutory exchange,  sale or
transfer and, in any such case, if necessary,  appropriate  adjustment  shall be
made in the application of the provisions set forth in this Section with respect
to the rights and interests thereafter of any Holders of the Warrant, to the end
that the provisions set forth in this Section shall  thereafter  correspondingly
be made applicable, as nearly as may reasonably be, in relation to any shares of
stock and other securities and property  thereafter  deliverable on the exercise
of the Warrant.  The  provisions of this  Subsection  shall  similarly  apply to
successive consolidations, mergers, statutory exchanges, sales or transfers.

      (d) Adjustments for Diluting Issues. In addition to the adjustments of the
Warrant  Exercise  Price  provided  above,  the Warrant  Exercise Price shall be
subjected to further adjustment from time to time as follows (the main operative
provision hereof is in Section 5(d)(iii) below):

            (i) Special Definitions:

                                       4
<PAGE>

                  (A) "Options"  shall mean rights,  options or warrants  (other
than as excluded by Section  5(d)(i)(D)  below) to  subscribe  for,  purchase or
otherwise  acquire  either Common Stock or  Convertible  Securities  (as defined
herein).

                  (B) "Original Issue Date" shall mean the date hereof.

                  (C) "Convertible Securities" shall mean securities (other than
as  excluded  by Section  5(d)(i)(D)  below)  convertible,  either  directly  or
indirectly, into or exchangeable for Common Stock.

                  (D) "Additional  Shares of Common Stock" shall mean all shares
of Common Stock issued (or,  deemed to be issued) by the  Corporation  after the
Original  Issue Date other than shares of Common  Stock  issued (or deemed to be
issued):

                        1. to employees,  consultants  or directors  pursuant to
stock  option,  stock grant,  stock  purchase or similar  plans or  arrangements
approved by the Corporation's Board of Directors;

                        2. as a dividend  or other  distribution  in  connection
with which an adjustment to the Warrant Exercise Price is made;

                        3. in a merger,  consolidation,  acquisition  or similar
business combination that is approved by the Corporation's Board of Directors;

                        4.  pursuant  to  credit,   lease  or  other  commercial
financing arrangements with parties not affiliated with the Corporation that are
approved by the Corporation's Board of Directors;

                        5. in exchange for technology or other  non-cash  assets
as approved by the Corporation's Board of Directors;

                        6. pursuant to any rights or agreements  outstanding  on
the Original Issue Date; or

                        7. if the  Holder  agrees in  writing  that such  shares
shall not constitute Additional Shares of Common Stock.

            (ii) Deemed Issue of Additional  Shares of Common  Stock.  Except as
otherwise  provided in Section 5(d), in the event the Corporation at any time or
from time to time  after the  Original  Issue Date  shall  issue any  Options or
Convertible  Securities or shall fix a record date for the  determination of any
holders  of any class of  securities  entitled  to receive  any such  Options or
Convertible  Securities,  then the maximum number of shares (as set forth in the
instrument  relating thereto without regard to any provisions  contained therein
for a subsequent  adjustment  of such number) of Common Stock  issuable upon the
exercise of such Options or, in the case of  Convertible  Securities and Options
therefor,  the conversion or exchange of such Convertible  Securities,  shall be
deemed to be  Additional  Shares of Common  Stock  issued as of the time of such
issue or, in case such  record  date shall have been  fixed,  as of the close of
business on such record date, provided that in any such case in which Additional
Shares of Common Stock are deemed to be issued:

                                       5
<PAGE>

                  (A) no further  adjustment in the Warrant Exercise Price shall
be made upon the subsequent  issue of such  Convertible  Securities or shares of
Common Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

                  (B) if such Options or  Convertible  Securities by their terms
provide, with the passage of time or otherwise,  for any increase or decrease in
the consideration  payable to the Company, or increase or decrease in the number
of shares of Common Stock  issuable  upon the  exercise,  conversion or exchange
thereof,  the Warrant Exercise Price computed upon the original issue thereof or
upon the  occurrence of a record date with respect  thereto,  and any subsequent
adjustments  based thereon,  shall,  upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease;

                  (C) upon the  expiration  of any such  Option or any rights of
conversion or exchange under such  Convertible  Securities  which shall not have
been  exercised,  the Warrant  Exercise  Price  computed upon the original issue
thereof  or upon  occurrence  of a record  date with  respect  thereto,  and any
subsequent adjustments based thereon, shall, upon such expiration:

                        1. in the case of Convertible  Securities or Options for
Common Stock, be recomputed as though the only Additional Shares of Common Stock
issued were shares of Common Stock, if any, actually issued upon the exercise of
such Options or the conversion or exchange of such Convertible  Securities,  and
the consideration  received therefor was the consideration  actually received by
the Company for the issue of all such Options,  whether or not  exercised,  plus
the consideration  actually  received by the Company upon such exercise,  or for
the  issue of all such  Convertible  Securities,  whether  or not  converted  or
exchanged, plus the additional  consideration,  if any, actually received by the
Company upon such conversion or exchange; and

                        2. in the case of Options for Convertible Securities, be
recomputed as though only the Convertible  Securities,  if any,  actually issued
upon the  exercise  thereof were issued at the time of issue of such Options and
the  consideration  received by the Company for the Additional  Shares of Common
Stock deemed to have been then issued was the consideration actually received by
the Company for the issue of all such Options,  whether or not  exercised,  plus
the consideration  deemed to have been received by the Company upon the issue of
the  Convertible  Securities  with respect to which such  Options were  actually
exercised.

                  (D) no  readjustment  pursuant to Section  5(d) shall have the
effect of increasing  the Warrant  Exercise Price to an amount which exceeds the
Warrant  Exercise Price existing  immediately  prior to the original  adjustment
with  respect to the  issuance of such  Options or  Convertible  Securities,  as
adjusted  for any  Additional  Shares of Common  Stock  issued  (or deemed to be
issued) between such original adjustment date and such readjustment date; and

                                       6
<PAGE>

                  (E) in the case of any  Option or  Convertible  Security  with
respect to which the  maximum  number of shares of Common  Stock  issuable  upon
exercise or conversion or exchange thereof is not determinable, no adjustment to
the Warrant Exercise Price shall be made until such number becomes determinable.

            (iii) Adjustments for Issuance of Additional Shares of Common Stock.
If the Company, at any time after the issuance of this Warrant,  shall issue any
Additional  Shares of Common Stock  (otherwise  than as provided in the Sections
5(a) and 5(c)  above)  at a price per share  less  than the  applicable  Warrant
Exercise  Price then in effect or  without  consideration,  then the  applicable
Warrant  Exercise  Price upon each such issuance shall be adjusted to that price
(rounded to the nearest cent)  determined by multiplying the applicable  Warrant
Exercise Price then in effect by a fraction, (i) the numerator of which shall be
equal  to the sum of (A) the  number  of  shares  of  Common  Stock  outstanding
immediately prior to the issuance of such Additional Shares of Common Stock plus
(B) the number of shares of Common  Stock  (rounded to the nearest  whole share)
which the aggregate consideration for the total number of such Additional Shares
of  Common  Stock so issued  would  purchase  at a price per share  equal to the
applicable  Warrant  Exercise Price then in effect,  and (ii) the denominator of
which  shall be equal to the  number  of  shares  of  Common  Stock  outstanding
immediately after the issuance of such Additional Shares of Common Stock.

            The provisions of this Section  5(d)(iii)  shall not apply under any
of the  circumstances for which an adjustment is provided in Sections 5(a), 5(b)
or 5(c) above. No adjustment of the applicable  Warrant  Exercise Price shall be
made under this  Section  5(d) upon the  issuance  of any  Additional  Shares of
Common Stock which are issued pursuant to any Options or Convertible  Securities
if  upon  the  issuance  of  such  Options  or  Convertible  Securities  (x) any
adjustment  shall have been made  pursuant to Section  5(d)(ii)  above or (y) no
adjustment was required pursuant to this Section 5(d)(iii). No adjustment of the
applicable  Warrant Exercise Price shall be made under this Section 5(d)(iii) in
an amount  less than $.01 per share,  but any such  lesser  adjustment  shall be
carried  forward  and  shall  be made at the  time  and  together  with the next
subsequent  adjustment,  if any, which together with any  adjustments so carried
forward shall amount to $.01 per share or more; provided, however, that upon any
adjustment of the applicable  Warrant Exercise Price as a result of any dividend
or  distribution  payable  in  Common  Stock or  Convertible  Securities  or the
reclassification,  subdivision  or combination of Common Stock into a greater or
smaller number of shares, the foregoing figure of $.01 per share (or such figure
as last adjusted) shall be adjusted (to the nearest one-half cent) in proportion
to the adjustment in the applicable Warrant Exercise Price.

            (iv)  Determination of  Consideration.  For purposes of this Section
5(d), the consideration received by the Corporation for any Additional Shares of
Common Stock issued (or deemed to be issued) shall be computed as follows:

                  (A) Cash and Property. Such consideration shall:

                        (1) insofar as it  consists of cash,  be computed at the
aggregate amount of cash received by the Company;

                                       7
<PAGE>

                        (2) insofar as it consists of  securities  and the value
of such securities is not determinable by reference to a separate agreement, (A)
if the  securities  are then  traded on a national  securities  exchange  or the
Nasdaq Stock Market (or a similar  national  quotation  system),  then the value
shall be computed  based on the average of the closing  prices of the securities
on such exchange or system over the thirty (30)-day period ending on the date of
receipt  by  the  Corporation,   (B)  if  the  securities  are  actively  traded
over-the-counter,  then the value shall be computed  based on the average of the
closing bid prices over the thirty (30) day ending on the date of receipt by the
Corporation,  and (C) if there is no active public market,  then the value shall
be computed based on the fair market value thereof on the date of receipt by the
Corporation, as determined in good faith by the Board of Directors;

                        (3) insofar as it  consists of property  other than cash
and securities, be computed at the fair market value thereof at the time of such
issuance, as determined in good faith by the Board of Directors; and

                        (4) if Additional  Shares of Common Stock are issued (or
deemed to be issued) together with other shares or securities or other assets of
the  Corporation for  consideration  which cover both, by the proportion of such
consideration  so received,  computed as provided in the  immediately  preceding
Sections  5(d)(iv)(A)(1),  5(d)(iv)(A)(2) and  5(d)(iv)(A)(3),  as determined in
good faith by the Board of Directors.

                  (B)  Options and  Convertible  Securities.  The  consideration
received by the Corporation for Additional Shares of Common Stock deemed to have
been  issued  pursuant  to  Section  5(d)  relating  to Option  and  Convertible
Securities,  shall  be the sum of (x) the  total  amount,  if any,  received  or
receivable by the Corporation as consideration  for the issue of such Options or
Convertible  Securities,  plus (y) the minimum  aggregate  amount of  additional
consideration (as set forth in the instruments relating thereto,  without regard
to  any  provision  contained  therein  for  a  subsequent  adjustment  of  such
consideration)  payable to the Corporation  upon the exercise of such Options or
the  conversion or exchange of such  Convertible  Securities,  or in the case of
Options for Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible Securities.

      (e) Certificate as to Adjustments.  Upon the occurrence of each adjustment
or readjustment of the Warrant  Exercise Price or the number of Warrants covered
hereby  pursuant  to this  Section 5, the  Corporation,  at its  expense,  shall
promptly  compute such  adjustment or  readjustment in accordance with the terms
hereof and furnish to the Holder a certificate  setting forth such adjustment or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based.  The Corporation  shall,  upon the written request at any
time of the  Holder,  furnish  or cause  to be  furnished  to the  Holder a like
certificate  setting  forth (i) such  adjustments  and  readjustments,  (ii) the
Warrant Exercise Price at the time in effect,  and (iii) the number of shares of
Common Stock and the amount,  if any, of other  property which at the time would
be received upon the exercise of this Warrant.

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<PAGE>

6. No Voting  Rights.  This  Warrant  shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Corporation.




7. Notice of Transfer of Warrant or Resale of the Warrant Shares.

      (a)  Subject  to the sale,  assignment,  hypothecation  or other  transfer
restrictions set forth in Section 3 hereof,  the Holder,  by acceptance  hereof,
agrees  to give  written  notice to the  Corporation  before  transferring  this
Warrant or transferring any Warrant Shares of such Holder's  intention to do so,
describing briefly the manner of any proposed transfer.  Promptly upon receiving
such  written  notice,  the  Corporation  shall  present  copies  thereof to the
Corporation's  counsel.  If in the opinion of such counsel the proposed transfer
may be effected  without  registration  or  qualification  (under any federal or
state  securities  laws),  the  Corporation,  as promptly as practicable,  shall
notify the Holder of such  opinion,  whereupon  the Holder  shall be entitled to
transfer this Warrant or to dispose of Warrant Shares received upon the previous
exercise  of this  Warrant,  all in  accordance  with the  terms  of the  notice
delivered by the Holder to the Corporation;  provided that an appropriate legend
may be endorsed on this  Warrant or the  certificates  for such  Warrant  Shares
respecting  restrictions  upon  transfer  thereof  necessary or advisable in the
opinion  of counsel  and  satisfactory  to the  Corporation  to prevent  further
transfers  which  would  be in  violation  of  Section  5 of the  1933  Act  and
applicable  state  securities  laws; and provided  further that the  prospective
transferee   or  purchaser   shall   execute  such   documents   and  make  such
representations,  warranties and agreements as may be required  solely to comply
with  the  exemptions  relied  upon  by the  Corporation  for  the  transfer  or
disposition of the Warrant or Warrant Shares.

      (b) If, in the opinion of the Corporation's counsel, the proposed transfer
or disposition  of this Warrant or such Warrant Shares  described in the written
notice given pursuant to this Section 7 may not be effected without registration
or qualification of this Warrant or such Warrant Shares,  the Corporation  shall
promptly give written  notice  thereof to the Holder,  and the Holder will limit
its activities in respect to such transfer or disposition  as, in the opinion of
such counsel, are permitted by law.

8. Fractional Shares. Fractional shares shall not be issued upon the exercise of
this Warrant,  but in any case where the holder would, except for the provisions
of this  Section,  be entitled  under the terms  hereof to receive a  fractional
share, the Corporation  shall, upon the exercise of this Warrant for the largest
number of whole  shares then  called for,  pay a sum in cash equal to the sum of
(a) the excess,  if any, of the Market Price of such  fractional  share over the
proportional  part of the Warrant Exercise Price  represented by such fractional
share,  plus (b) the proportional part of the Warrant Exercise Price represented
by such fractional share. For purposes of this Section,  the term "Market Price"
with  respect  to shares of Common  Stock of any class or series  means the last
reported sale price or, if none,  the average of the last  reported  closing bid
and asked  prices on any national or regional  securities  exchange or quoted in
the National  Association of Securities  Dealers,  Inc.'s  Automated  Quotations
System  ("Nasdaq"),  or if not  listed  on a  national  or  regional  securities
exchange or quoted in Nasdaq,  the average of the last reported  closing bid and
asked prices as reported by  bigcharts.com  (or if this service is discontinued,
such other reporting service  acceptable to the Holder),  or if no quotations in
such  Common  Stock  are  available,  the fair  market  value of the  shares  as
determined in good faith by the Board of Directors of the Corporation.

                                       9
<PAGE>

9. Registration  Rights.  Holder shall have registration  rights for the Warrant
Shares as described in the Registration Rights Agreement dated October 28, 2005.

10. Limitation of Exercise of this Warrant.  Despite anything to the contrary in
this Warrant,  the Holder may not exercise  this Warrant  during the time period
and to the extent that the shares of Common Stock that the Holder could  acquire
upon the exercise hereof would cause Holder's  Beneficial  Ownership (as defined
below) of the Corporation's  Common Stock to exceed 4.99%.  These limitations on
the right to exercise  this Warrant,  the Warrant  issued to Holder on the First
Closing Date (and any similar  limitations set forth in other warrants issued to
the Holder) shall first reduce, in the priority determined by Holder in its sole
discretion,  the Holder's Beneficial Ownership of the Corporation's Common Stock
before limitation of the Holder's  conversion rights, or the Corporation's right
to make payments in Common Stock, under the Note dated of even date herewith and
the Secured  Convertible  Promissory  Note dated  October 28, 2005.  The parties
shall compute the Holder's "Beneficial  Ownership" of Common Stock in accordance
with U.S. Securities and Exchange Commission Rule 13d-3. The Holder will, at the
request of the  Corporation,  from time to time,  notify the  Corporation of the
Holder's computation of Holder's Beneficial Ownership.  By written notice to the
Corporation,  the Holder may waive the  provisions  of this  Section 10, but any
such waiver will not be effective until the 61st day after delivery thereof.

11. No Waiver by Holder.  Neither the consummation of the Second Closing nor any
representation,   warranty  or  covenant   contained  in  this  Warrant  or  any
certificate,  document or other writing  delivered in connection with the Second
Closing  shall be construed as a waiver by Holder of any of its rights under the
Transaction  Documents or a consent by Holder of an  extension of  Corporation's
registration obligations under the Registration Rights Agreement.

      IN WITNESS  WHEREOF,  El Capitan  Precious  Metals,  Inc.  has caused this
Warrant to be signed by its duly authorized officer and this Warrant to be dated
January 20, 2006.

                                        EL CAPITAN PRECIOUS METALS, INC.



                                        By           /s/ Stephen J. Antol
                                            ------------------------------------
                                            Stephen J. Antol, President and
                                            Chief Financial Officer


                                       10
<PAGE>
                                 EXERCISE FORM

   (To Be Executed by the Registered Holder in Order to Exercise the Warrant)

To:      El Capitan Precious Metals, Inc.

The undersigned  hereby  irrevocably  elects to exercise the attached Warrant to
purchase for cash,  ________________ of the shares issuable upon the exercise of
such Warrant,  and requests that  certificates  for such shares (together with a
new Warrant to purchase the number of shares, if any, with respect to which this
Warrant is not exercised) shall be issued in the name of:


                   NAME:
                                   --------------------------------------------

                   SOC. SEC. or
                   TAX I.D. NO.
                                   --------------------------------------------


                   ADDRESS:
                                   --------------------------------------------






Date: _________, 20__.             ---------------------------------------------

                                                              Signature *

   *     The signature on the Notice of Exercise of Warrant must correspond to
         the name as written upon the face of the Warrant in every particular
         without alteration or enlargement or any change whatsoever. When
         signing on behalf of a corporation, partnership, trust or other entity,
         please indicate your position(s) and title(s) with such entity.



<PAGE>


                                 ASSIGNMENT FORM

   (To be Executed by the Registered Holder in Order to Transfer the Warrant)

To:      El Capitan Precious Metals, Inc.


      FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns, and transfers
unto  ______________________________  the right to purchase the securities of El
Capitan Precious  Metals,  Inc. to which the within Warrant relates and appoints
_______________________,  attorney,  to  transfer  said right on the books of El
Capitan Precious Metals, Inc. with full power of substitution in the premises.

Date: _________, 20__.             ---------------------------------------------