TOLLYCRAFT YACHT CORPORATION
No. WC_________ 				 		______________ "C" WARRANTS

"C" WARRANT CERTIFICATE TO PURCHASE COMMON STOCK
ADDENDUM TO PREFERRED STOCK CERTIFICATE
CUSIP NUMBER ______________ 

THIS CERTIFIES THAT, FOR VALUE RECEIVED ___________________________ (the 
"Registered Holder") is the owner of the number of Warrants (the "Warrants") 
specified above. 
	Each Warrant initially entitles the Registered Holder to purchase, 
subject to the terms and conditions set forth in this Certificate, one fully 
paid and nonassessable share of Common Stock, $0.001 par value, of TOLLYCRAFT 
YACHT CORPORATION, a Nevada corporation (the "Company"), at any time from 
June 29, 2001 (the "Initial Warrant Exercise Date"), and prior to the 
Expiration (as hereinafter defined), upon the presentation and surrender of 
this Warrant Certificate with the Preferred Stock Certificate to which it is 
attached and an Exercise Form duly executed, at the corporate office of 
INTERWEST TRANSFER COMPANY, as Warrant Agent, or its successor (the "Warrant 
Agent"), accompanied by payment of $1.25, subject to adjustment (the 
"Exercise Price"), in lawful money of the United States of America in cash or 
by certified or bank check made payable to the Company. 
The Exercise Price and the number of shares of Common Stock subject to 
purchase upon the exercise of each Warrant represented hereby are subject to 
modification or adjustment in case the Company shall at any time (a) 
subdivide or combine the outstanding shares of Common Stock, the Exercise 
price shall forthwith be proportionately decreased in the case of a 
subdivision or increased in the case of a combination, (b) pay a dividend in, 
or make a distribution of, shares of Common Stock, the Exercise price shall 
forthwith be proportionately decreased, (c) cause any reclassification or 
change of outstanding shares (including as a result of a combination or 
merger) of Common Stock issuable upon exercise of the Warrants (other than a 
change in par value, or from par value to no par value, or from no par value 
to par value or as a result of a subdivision or combination) or (d) effect 
any sale or conveyance to another corporation of all or substantially all of 
the assets or property of the Company that is effected in such a way that 
holders of the securities issuable upon exercise of the Warrants shall be 
entitled to receive securities or other property with respect to or in 
exchange for the securities issuable upon exercise of the Warrants, then, as 
a condition of such reclassification, change, consolidation, merger, sale or 
conveyance, the Company, or such successor or purchasing corporation, as the 
case may be, shall make lawful and adequate provision whereby the Registered 
Holder of each Warrant then outstanding shall have the right thereafter to 
receive on exercise of such Warrant the kind and amount of securities and 
property receivable upon such reclassification, change, consolidation, 
merger, sale or conveyance, by a holder of the number of securities issuable 
upon exercise of such Warrant immediately prior to such reclassification, 
change, consolidation, merger, sale or conveyance. 
Each Warrant represented hereby is exercisable at the option of the 
Registered Holder, but no fractional interests will be issued. In the case of 
the exercise of less than all the Warrants represented hereby, the Company 
shall cancel this Warrant Certificate and the Preferred Certificate to which 
it is attached upon the surrender hereof and shall execute and deliver a new 
"A" Warrant Certificate and Preferred Stock Certificate or "A" Warrant 
Certificates and Preferred Stock Certificates of like tenor, which the 
Warrant Agent shall countersign, for the balance of such "A" Warrants and 
shares of Preferred Stock. 
Any securities issued pursuant to the exercise of this Warrant shall be 
restricted securities subject to Rule 144 under the Securities Act of 1933, 
as amended (the "Securities Act") unless registered by the Company.
THIS WARRANT IS TRANSFERABLE AND EXERCISEABLE ONLY WITH THE PREFERRED 
STOCK CERTIFICATE WITH WHICH IT WAS ISSUED. IF IT BECOMES DETACHED FROM SUCH 
PREFERRED STOCK CERTIFICATE IT AUTOMATICALLY EXPIRES AND BECOMES NULL AND 
VOID.  ANY TRANSFER OF THE PREFERRED STOCK WITHOUT THE TRANSFER OF THIS 
WARRANT WILL EXTINGUISH THIS WARRANT.
The Company and the Warrant Agent may deem and treat the Registered 
Holder as the absolute owner hereof and of each Warrant represented hereby 
(notwithstanding any notations of ownership or writing hereon made by anyone 
other than a duly authorized officer of the Company or the Warrant Agent) for 
all purposes and shall not be affected by any notice to the contrary. Upon 
the presentment and payment of any tax or other charge imposed in connection 
therewith or incident thereto, for registration of transfer of this Warrant 
Certificate at such office, a new Warrant Certificate or Warrant Certificates 
representing an equal aggregate number of Warrants will be issued to the 
transferee in exchange therefor, subject to the presentment of the Preferred 
Stock Certificate to which the Warrant Certificate is attached. Prior to the 
exercise of any Warrant represented hereby, the Registered Holder, as such, 
shall not be entitled to any rights of a stockholder of the Company, 
including, without limitation, the right to vote or to receive dividends or 
other distributions, and shall not be entitled to receive any notice of any 
proceedings of the Company.
This Warrant Certificate shall be governed by and construed in 
accordance with the laws of the State of Utah. This Warrant shall not be 
exercisable by a Registered Holder in any state where such exercise would be 
unlawful. This Warrant Certificate is not valid unless countersigned by the 
Warrant Agent. 
	IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to 
be duly executed on _______________, manually or in facsimile, by two of its 
officers thereunto duly authorized and a facsimile of its corporate seal to 
be imprinted hereon. 

TOLLYCRAFT YACHT CORPORATION				SEAL 

By: __________________________________ 
Name: Title: 

By: __________________________________ 
Name: Title: 

COUNTERSIGNED: INTERWEST TRANSFER COMPANY 
as Warrant Agent 


By: __________________________________ 
Authorized Officer


TOLLYCRAFT YACHT CORPORATION

EXERCISE FORM

"C" WARRANT CERTIFICATE TO PURCHASE COMMON STOCK
ADDENDUM TO PREFERRED STOCK CERTIFICATE



To Be Executed by the Registered Holder in Order to Exercise "C" Warrants 

The undersigned Registered Holder hereby irrevocably elects to exercise 
___________________  "C" Warrants represented by this Warrant Certificate and 
this Preferred Stock Certificate to which it is attached, and to purchase the 
securities issuable upon the exercise of such Warrants, and requests that 
certificates for such securities shall be issued in name of 

___________________________________________________________________
PLEASE PRINT OR TYPE NAME OF PARTIES
___________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
______________________ ______________________ ______________________ 
PLEASE PRINT OR TYPE ADDRESS TO BE DELIVERED TO 

and if such number of Warrants shall not be all the Warrants evidenced by 
this Warrant Certificate, that a new Warrant Certificate and Preferred Stock 
Certificate for the balance of such Warrants and Preferred Stock be 
registered in the name of, and delivered to, the Registered Holder at the 
address stated below. 


Dated:________________________ 


X_____________________________ ______________________________ 


______________________________ 
Address 
______________________________ 
Social Security or 
Taxpayer Identification Number 


______________________________ 
Signature Guaranteed



TOLLYCRAFT YACHT CORPORATION

ASSIGNMENT FORM

"C" WARRANT CERTIFICATE TO PURCHASE COMMON STOCK
ADDENDUM TO PREFERRED STOCK CERTIFICATE



To Be Executed by the Registered Holder in Order to Assign Warrants and 
Preferred Stock


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

___________________________________________________________________
PLEASE PRINT OR TYPE NAME OF PARTIES
___________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
______________________ ______________________ ______________________ 
PLEASE PRINT OR TYPE ADDRESS TO BE DELIVERED TO 

the "C"Warrants and Preferred Stock represented by this Warrant Certificate 
and Preferred Stock Certificate, and hereby irrevocably constitutes and 
appoints _____________________________ as its/his/her attorney-in-fact to 
transfer this Warrant Certificate and Preferred Stock Certificate on the 
books of the Company, with full power of substitution in the premises. 

Dated:________________________ 


X_____________________________ 
Signature Guaranteed 




THE SIGNATURE TO THE ASSIGNMENT OR THE EXERCISE FORM MUST CORRESPOND TO THE 
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE AND PREFERRED STOCK 
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION ON OR ENLARGEMENT OR ANY 
CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A BANK, BROKER, DEALER, CREDIT 
UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING 
OF THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM.