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                                                                     EXHIBIT 4.1


THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES 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 OR ANY INTEREST THEREIN MAY BE
MADE EXCEPT (a) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (b) IF THE COMPANY HAS BEEN
FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO
REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH
REGISTRATION OR EXEMPTION.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                         OF ACTIVE IQ TECHNOLOGIES, INC.

WARRANT NO. XX                                             Minnetonka, Minnesota
                                                                    XXX xx, 2002


         This certifies that, for value received,                   , or its
successors or assigns (the "Holder") is entitled to purchase from Active IQ
Technologies, Inc. (the "Company") XX,XXX Thousand (XX,000) fully paid and
nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock"), at an exercise price of $1.00 per share (the
"Exercise Price"), subject to adjustment as herein provided. This Warrant may be
exercised by Holder at any time after the date hereof; provided, however, that,
Holder shall in no event have the right to exercise this Warrant or any portion
thereof later than the five (5) year anniversary of the date hereof, at which
time all of Holder's rights hereunder shall expire.

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

         1. Exercise of Warrant. The rights represented by this Warrant may be
exercised by the Holder, in whole or in part (but not as to a fractional share
of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Minnetonka, Minnesota, or such
other office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid. Certificates for the Shares of Common
Stock so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) days, after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of Shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be delivered to the Holder within
such time. The Company may require that any such new Warrant or any certificate
for Shares purchased upon the exercise hereof bear a legend substantially
similar to that which is contained on the face of this Warrant.



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         2. Transferability of this Warrant. This Warrant is issued upon the
following terms, to which Holder consents and agrees:

                  (a) Until this Warrant is transferred on the books of the
         Company, the Company will treat the Holder of this Warrant registered
         as such on the books of the Company as the absolute owner hereof for
         all purposes without being affected by any notice to the contrary.

                  (b) This Warrant may not be exercised, and this Warrant and
         the Shares underlying this Warrant shall not be transferable, except in
         compliance with all applicable state and federal securities laws,
         regulations and orders, and with all other applicable laws, regulations
         and orders.

                  (c) The Warrant may not be transferred, and the Shares
         underlying this Warrant may not be transferred, without the Holder
         obtaining an opinion of counsel satisfactory in form and substance to
         the Company's counsel stating that the proposed transaction will not
         result in a prohibited transaction under the Securities Act of 1933, as
         amended ("Securities Act"), and applicable Blue Sky laws. By accepting
         this Warrant, the Holder agrees to act in accordance with any
         conditions reasonably imposed on such transfer by such opinion of
         counsel.

                  (d) Neither this issuance of this Warrant nor the issuance of
         the Shares underlying this Warrant have been registered under the
         Securities Act.

         3. Certain Covenants of the Company. The Company covenants and agrees
that all Shares which may be issued upon the exercise of the rights represented
by this Warrant, upon issuance and full payment for the Shares so purchased,
will be duly authorized and issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue hereof, except those that
may be created by or imposed upon the Holder or its property, and without
limiting the generality of the foregoing, the Company covenants and agrees that
it will from time to time take all such actions as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the effective purchase price per share of the Common Stock issuable
pursuant to this Warrant. The Company further covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized and reserved free of preemptive or
other rights for the exclusive purpose of issue upon exercise of the purchase
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.

         4. Adjustment of Exercise Price and Number of Shares. The Exercise
Price and number of Shares are subject to the following adjustments:

                  (a) Adjustment of Exercise Price for Stock Dividend, Stock
         Split or Stock Combination. In the event that (i) any dividends on any
         class of stock of the Company payable in Common Stock or securities
         convertible into or exercisable for Common Stock ("Common Stock
         Equivalents") shall be paid by the Company, (ii) the Company shall
         subdivide its then outstanding shares of Common Stock into a greater
         number of shares, or (iii) the Company shall combine its outstanding
         shares of Common Stock, by reclassification or otherwise, then, in any
         such event, the 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 Exercise Price, by (b) the total number of shares of Common
         Stock outstanding immediately after such event, and the resulting
         quotient shall be the adjusted Exercise Price per share. No adjustment
         of the Exercise Price shall be made if the amount of such adjustment
         shall be less than $.05 per share, but in such case any adjustment that
         would otherwise be required then to be made shall be carried forward
         and shall be made at the time and together with the next subsequent
         adjustment which, together with any adjustment or adjustments so
         carried forward, shall amount to not less than $.05 per share.

                  (b) Adjustment of Number of Shares Purchasable on Exercise of
         Warrants. Upon each adjustment of the Exercise Price pursuant to this
         Section, the Holder shall thereafter (until another such adjustment) be



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         entitled to purchase at the adjusted 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 Exercise Price in effect prior to such
         adjustment) by the Exercise Price in effect prior to such adjustment
         and dividing the product so obtained by the adjusted Exercise Price.

                  (c) Notice as to Adjustment. Upon any adjustment of the
         Exercise Price and any increase or decrease in the number of shares of
         Common Stock purchasable upon the exercise of the Warrant, then, and in
         each such case, the Company within thirty (30) days thereafter shall
         give written notice thereof, by first class mail, postage prepaid,
         addressed to each Holder as shown on the books of the Company, which
         notice shall state the adjusted Exercise Price and the increased or
         decreased number of shares purchasable upon the exercise of the
         Warrants, and shall set forth in reasonable detail the method of
         calculation and the facts upon which such calculation is based.

                  (d) Effect of Reorganization, Reclassification, Merger, etc.
         If at any time while this Warrant is outstanding there should be (i)
         any capital reorganization of the capital stock of the Company (other
         than the issuance of any shares of Common Stock in subdivision of
         outstanding shares of Common Stock by reclassification or otherwise and
         other than a combination of shares provided for in Section 4(a)
         hereof), (ii) any consolidation or merger of the Company with another
         corporation, or any sale, conveyance, lease or other transfer by the
         Company of all or substantially all of its property to any other
         corporation, which is effected in such a manner that the holders of
         Common Stock shall be entitled to receive cash, stock, securities, or
         assets with respect to or in exchange for Common Stock, or (iii) any
         dividend or any other distribution upon any class of stock of the
         Company payable in stock of the Company of a different class, other
         securities of the Company, or other property of the Company (other than
         cash), then, as a part of such transaction, lawful provision shall be
         made so that Holder shall have the right thereafter to receive, upon
         the exercise hereof, the number of shares of stock or other securities
         or property of the Company, or of the successor corporation resulting
         from such consolidation or merger, or of the corporation to which the
         property of the Company has been sold, conveyed, leased or otherwise
         transferred, as the case may be, which the Holder would have been
         entitled to receive upon such capital reorganization, reclassification
         of capital stock, consolidation, merger, sale, conveyance, lease or
         other transfer, if this Warrant had been exercised immediately prior to
         such capital reorganization, reclassification of capital stock,
         consolidation, merger, sale, conveyance, lease or other transfer. In
         any such case, appropriate adjustments (as determined by the Board of
         Directors of the Company) shall be made in the application of the
         provisions set forth in this Warrant (including the adjustment of the
         Exercise Price and the number of Shares issuable upon the exercise of
         the Warrant) to the end that the provisions set forth herein shall
         thereafter be applicable, as near as reasonably may be, in relation to
         any shares or other property thereafter deliverable upon the exercise
         of the Warrant as if the Warrant had been exercised immediately prior
         to such capital reorganization, reclassification of capital stock, such
         consolidation, merger, sale, conveyance, lease or other transfer and
         the Holder had carried out the terms of the exchange as provided for by
         such capital reorganization, consolidation or merger. The Company shall
         not effect any such capital reorganization, consolidation, merger or
         transfer unless, upon or prior to the consummation thereof, the
         successor corporation or the corporation to which the property of the
         Company has been sold, conveyed, leased or otherwise transferred shall
         assume by written instrument the obligation to deliver to the Holder
         such shares of stock, securities, cash or property as in accordance
         with the foregoing provisions such Holder shall be entitled to
         purchase.

        5. No Rights as Shareholders. This Warrant shall not entitle the Holder
as such to any voting rights or other rights as a shareholder of the Company.

        6. Registration Rights. If at any time the Company shall propose to file
any registration statement (other than any registration on Form S-4, S-8 or any
other similarly inappropriate form, or any successor forms thereto) under the
1933 Act covering a public offering of the Company's Common Stock (the
"Registration Statement"), it will notify the Holder hereof at least thirty (30)
days prior to each such filing (the "Registration Notice") and will use its best
efforts to include in the Registration Statement (to the extent permitted by
applicable regulation), the Shares purchased or purchasable by the Holder upon
the exercise of the Warrant to the extent requested by the Holder hereof within
twenty (20) days after receipt of notice of such filing (which request shall
specify the interest in this Warrant or the Shares intended to be sold or
disposed of by such Holder and describe the nature of any proposed sale or other
disposition thereof); provided, however, that if a greater number of Shares is
offered for participation in the proposed offering than in the reasonable
opinion of the managing underwriter of the proposed offering can be accommodated
without adversely affecting the proposed offering, then the amount of Shares



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proposed to be offered by such Holder for registration, as well as the number of
securities of any other selling shareholders participating in the registration,
shall be proportionately reduced to a number deemed satisfactory by the managing
underwriter. The Company shall bear all expenses and fees incurred in connection
with the preparation, filing, and amendment of the Registration Statement with
the Commission, except that the Holder shall pay all fees, disbursements and
expenses of any counsel or expert retained by the Holder and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement. The Holder of this Warrant
agrees to cooperate with the Company in the preparation and filing of any
Registration Statement, and in the furnishing of information concerning the
Holder for inclusion therein, or in any efforts by the Company to establish that
the proposed sale is exempt under the 1933 Act as to any proposed distribution.
The Holder understands that if the Company has not received such information
requested by the Company in the Registration Notice within 20 days after
Holder's receipt thereof, the Company shall have no obligation to include any of
Holder's Shares in the Registration Statement.

         7. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Minnesota.

         8. Amendments and Waivers. The provisions of this Warrant may not be
amended, modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Company agrees in writing and has
obtained the written consent of the Holder.

         9. Notices. All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and if sent to the Holder
shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or
her address set forth on the records of the Company; or if sent to the Company
shall be mailed, delivered, or telefaxed and confirmed to Active IQ
Technologies, Inc., 5720 Smetana Drive, Suite 101, Minnetonka, Minnesota 55343,
or to such other address as the Company or the Holder shall notify the other as
provided in this Section.

         IN WITNESS WHEREOF, Active IQ Technologies, Inc. has caused this
Warrant to be signed by its duly authorized officer in the date set forth above.



                                           ACTIVE IQ TECHNOLOGIES, INC.


                                           By:
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                                                  Its:
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