<PAGE>

                                                                    EXHIBIT 10.3

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS  EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO THE  TRANSFEROR
REASONABLY  ACCEPTABLE  TO THE COMPANY TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL BE REASONABLY  ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR
OTHER LOAN WITH A FINANCIAL  INSTITUTION  THAT IS AN  "ACCREDITED  INVESTOR"  AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT


                To Purchase __________ Shares of Common Stock of

                          eResource Capital Group, Inc.

     THIS COMMON STOCK  PURCHASE  WARRANT (the  "Warrant")  CERTIFIES  that, for
value received,  _____________ (the "Holder"),  is entitled,  upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the  six-month  anniversary  of the date of  issuance of
this  Warrant  (the  "Initial  Exercise  Date")  and on or  prior  to the  third
anniversary  of the  Initial  Exercise  Date (the  "Termination  Date")  but not
thereafter,  to subscribe for and purchase from eResource Capital Group, Inc., a
corporation  incorporated  in the  State  of  Delaware  (the  "Company"),  up to
____________  shares (the "Warrant Shares") of Common Stock, par value $0.04 per
share, of the Company (the "Common  Stock").  The purchase price of one share of
Common Stock (the "Exercise  Price") under this Warrant shall be $____,  subject
to adjustment hereunder. The Exercise Price and the number of Warrant Shares for
which the  Warrant is  exercisable  shall be subject to  adjustment  as provided
herein.  Capitalized  terms used and not otherwise defined herein shall have the
meanings set forth in that certain Securities  Purchase Agreement (the "Purchase
Agreement"),  dated  October  ___,  2003,  among the Company and the  purchasers
signatory thereto.

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<PAGE>

     1.  Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

     2.  Authorization of Shares.  The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights  represented by this Warrant,
be duly authorized,  validly issued,  fully paid and nonassessable and free from
all taxes,  liens and charges in respect of the issue thereof  (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

     3. Exercise of Warrant.

          (a) Exercise of the purchase rights represented by this Warrant may be
     made at any time or times on or after the Initial  Exercise  Date and on or
     before the  Termination  Date by delivery to the Company of a duly executed
     facsimile copy of the Notice of Exercise Form annexed hereto (or such other
     office or agency of the Company as it may designate by notice in writing to
     the registered  Holder at the address of such Holder appearing on the books
     of the Company);  provided, however, within 5 Trading Days of the date said
     Notice of Exercise  is  delivered  to the  Company,  the Holder  shall have
     surrendered this Warrant to the Company and the Company shall have received
     payment of the aggregate  Exercise Price of the shares thereby purchased by
     wire   transfer  or  cashier's   check  drawn  on  a  United  States  bank.
     Certificates  for shares  purchased  hereunder  shall be  delivered  to the
     Holder within the earlier of (i) 5 Trading Days after the date on which the
     Notice of Exercise  shall have been  delivered by facsimile  copy or (ii) 3
     Trading  Days from the  delivery  to the  Company of the Notice of Exercise
     Form by  facsimile  copy,  surrender  of this  Warrant  and  payment of the
     aggregate  Exercise  Price as set  forth  above  ("Warrant  Share  Delivery
     Date");  provided,  however, in the event the Warrant is not surrendered or
     the  aggregate  Exercise  Price is not  received  by the  Company  within 5
     Trading  Days  after the date on which  the  Notice  of  Exercise  shall be
     delivered by  facsimile  copy,  the Warrant  Share  Delivery  Date shall be
     extended to the extent such 5 Trading Day period is exceeded.  This Warrant
     shall be deemed to have been  exercised on the later of the date the Notice
     of Exercise is delivered to the Company by facsimile  copy and the date the
     Exercise  Price is received by the  Company.  The Warrant  Shares  shall be
     deemed to have been issued, and Holder or any other person so designated to
     be named  therein shall be deemed to have become a holder of record of such
     shares for all purposes,  as of the date the Warrant has been  exercised by
     payment to the Company of the Exercise  Price and all taxes  required to be
     paid by the Holder,  if any, pursuant to Section 5 prior to the issuance of
     such shares,  have been paid. If the Company fails to deliver to the Holder
     a certificate or certificates  representing  the Warrant Shares pursuant to
     this  Section 3(a) by the third  Trading Day  following  the Warrant  Share
     Delivery  Date,  then the  Holder  will  have the  right  to  rescind  such

                                       2

<PAGE>

     exercise.  In addition to any other rights available to the Holder,  if the
     Company  fails to  deliver  to the  Holder a  certificate  or  certificates
     representing  the  Warrant  Shares  pursuant  to an  exercise  by the third
     Trading Day after the Warrant Share  Delivery  Date,  and if after such day
     the  Holder is  required  by its  broker  to  purchase  (in an open  market
     transaction or otherwise) shares of Common Stock to deliver in satisfaction
     of a sale by the Holder of the Warrant Shares which the Holder  anticipated
     receiving  upon such exercise (a "Buy-In"),  then the Company shall (1) pay
     in cash to the Holder the amount by which (x) the Holder's  total  purchase
     price (including  brokerage  commissions,  if any) for the shares of Common
     Stock so purchased  exceeds (y) the amount  obtained by multiplying (A) the
     number of Warrant  Shares that the  Company was  required to deliver to the
     Holder in  connection  with the  exercise  at issue  times (B) the price at
     which the sell order giving rise to such purchase  obligation was executed,
     and (2) at the option of the Holder,  either  reinstate  the portion of the
     Warrant and equivalent number of Warrant Shares for which such exercise was
     not  honored or deliver to the Holder the number of shares of Common  Stock
     that  would have been  issued  had the  Company  timely  complied  with its
     exercise and delivery  obligations  hereunder.  For example,  if the Holder
     purchases  Common Stock having a total purchase price of $11,000 to cover a
     Buy-In with respect to an attempted exercise of shares of Common Stock with
     an aggregate sale price giving rise to such purchase obligation of $10,000,
     under clause (1) of the immediately preceding sentence the Company shall be
     required to pay the Holder  $1,000.  The Holder  shall  provide the Company
     written notice  indicating the amounts  payable to the Holder in respect of
     the Buy-In,  together  with  applicable  confirmations  and other  evidence
     reasonably requested by the Company.  Nothing herein shall limit a Holder's
     right to pursue any other remedies available to it hereunder,  at law or in
     equity  including,  without  limitation,  a decree of specific  performance
     and/or  injunctive  relief with respect to the Company's  failure to timely
     deliver  certificates  representing shares of Common Stock upon exercise of
     the Warrant as required pursuant to the terms hereof.

          (b) If this Warrant  shall have been  exercised  in part,  the Company
     shall,  at  the  time  of  delivery  of  the  certificate  or  certificates
     representing Warrant Shares, deliver to Holder a new Warrant evidencing the
     rights of Holder to purchase the  unpurchased  Warrant Shares called for by
     this Warrant,  which new Warrant  shall in all other  respects be identical
     with this Warrant.

          (c) The Company shall not effect any exercise of this Warrant, and the
     Holder  shall not have the right to exercise  any portion of this  Warrant,
     pursuant to Section  3(a) or  otherwise,  to the extent  that after  giving
     effect to such  issuance  after  exercise,  the Holder  (together  with the
     Holder's  affiliates),  as set forth on the applicable  Notice of Exercise,
     would  beneficially  own in excess of 4.99% of the  number of shares of the
     Common Stock outstanding  immediately after giving effect to such issuance.
     For  purposes  of the  foregoing  sentence,  the number of shares of Common
     Stock beneficially owned by the Holder and its affiliates shall include the
     number of shares of Common  Stock  issuable  upon  exercise of this Warrant
     with respect to which the determination of such sentence is being made, but
     shall  exclude the number of shares of Common Stock which would be issuable
     upon (A) exercise of the  remaining,  nonexercised  portion of this Warrant
     beneficially  owned by the Holder or any of its affiliates and (B) exercise
     or  conversion  of the  unexercised  or  nonconverted  portion of any other
     securities  of  the  Company  (including,  without  limitation,  any  other

                                       3

<PAGE>

     Warrants)  subject to a limitation on  conversion or exercise  analogous to
     the limitation  contained herein beneficially owned by the Holder or any of
     its affiliates. Except as set forth in the preceding sentence, for purposes
     of  this  Section  3(c),   beneficial  ownership  shall  be  calculated  in
     accordance  with Section  13(d) of the Exchange Act. To the extent that the
     limitation  contained in this Section 3(c) applies,  the  determination  of
     whether this Warrant is exercisable (in relation to other  securities owned
     by the Holder) and of which a portion of this Warrant is exercisable  shall
     be in the sole discretion of such Holder, and the submission of a Notice of
     Exercise shall be deemed to be such Holder's  determination of whether this
     Warrant is  exercisable  (in  relation  to other  securities  owned by such
     Holder) and of which portion of this Warrant is  exercisable,  in each case
     subject to such aggregate percentage limitation, and the Company shall have
     no obligation to verify or confirm the accuracy of such determination.  For
     purposes of this Section 3(c),  in  determining  the number of  outstanding
     shares of Common  Stock,  the Holder may rely on the number of  outstanding
     shares of Common Stock as reflected in (x) the  Company's  most recent Form
     10-Q  or  Form  10-K,  as  the  case  may  be,  (y) a  more  recent  public
     announcement  by the Company or (z) any other  notice by the Company or the
     Company's Transfer Agent setting forth the number of shares of Common Stock
     outstanding.  Upon the written or oral  request of the Holder,  the Company
     shall within two Trading  Days confirm  orally and in writing to the Holder
     the number of shares of Common  Stock then  outstanding.  In any case,  the
     number of  outstanding  shares of Common  Stock shall be  determined  after
     giving  effect to the  conversion or exercise of securities of the Company,
     including this Warrant,  by the Holder or its affiliates  since the date as
     of which such number of  outstanding  shares of Common Stock was  reported.
     The  provisions  of this Section 3(c) may be waived by the Holder upon,  at
     the  election  of the Holder,  not less than 61 days'  prior  notice to the
     Company,  and the  provisions of this Section 3(c) shall  continue to apply
     until such 61st day (or such later date, as  determined  by the Holder,  as
     may be specified in such notice of waiver).

          (d) If at any time  after one year from the date of  issuance  of this
     Warrant there is no effective Registration Statement registering the resale
     of the Warrant Shares by the Holder,  this Warrant may also be exercised at
     such time by means of a "cashless  exercise"  in which the Holder  shall be
     entitled to receive a certificate for the number of Warrant Shares equal to
     the quotient obtained by dividing [(A-B) (X)] by (A), where:

          (A)  = the Closing Price on the Trading Day immediately  preceding the
               date of such election;

          (B)  = the Exercise Price of the Warrants, as adjusted; and

          (X)  = the number of Warrant  Shares  issuable  upon  exercise  of the
               Warrants in accordance with the terms of this Warrant.

          (e)  Subject  to the  provisions  of  this  Section  3, if  after  the
     Effective Date each Closing Price for any fifteen  consecutive Trading Days
     (the "Measurement  Price")(such  period commencing only after the Effective
     Date) exceeds  $4.80,  subject to adjustment  for reverse and forward stock
     splits, stock dividends,  stock combinations and other similar transactions

                                       4

<PAGE>

     of the  Common  Stock  that  occur  after the date of this  Agreement  (the
     "Threshold  Price"),  then the Company may, within two Trading Days of such
     period,  call for  cancellation  of all or any portion of this  Warrant for
     which a Notice  of  Exercise  has not yet been  delivered  (such  right,  a
     "Call").  To exercise this right, the Company must deliver to the Holder an
     irrevocable  written  notice  (a "Call  Notice"),  indicating  therein  the
     portion  of  unexercised  portion  of this  Warrant  to which  such  notice
     applies. If the conditions set forth below for such Call are satisfied from
     the period from the date of the Call Notice  through and including the Call
     Date (as defined  below),  then any portion of this Warrant subject to such
     Call  Notice for which a Notice of  Exercise  shall not have been  received
     from and after the date of the Call Notice will be  cancelled  at 6:30 p.m.
     (New York City time) on the 44th Trading Day after the date the Call Notice
     is received by the Holder (such date,  the "Call  Date").  Any  unexercised
     portion of this  Warrant to which the Call Notice does not pertain  will be
     unaffected  by such  Call  Notice.  In  furtherance  thereof,  the  Company
     covenants  and agrees  that it will  honor all  Notices  of  Exercise  with
     respect to Warrant  Shares  subject to a Call Notice that are tendered from
     the time of delivery of the Call Notice  through  6:30 p.m.  (New York City
     time) on the Call Date.  The  parties  agree  that any  Notice of  Exercise
     delivered  following a Call Notice shall first reduce to zero the number of
     Warrant  Shares subject to such Call Notice prior to reducing the remaining
     Warrant Shares available for purchase under this Warrant.  For example,  if
     (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y)
     a Call  Notice  pertains to 75 Warrant  Shares,  and (z) prior to 6:30 p.m.
     (New  York  City  time) on the Call  Date the  Holder  tenders  a Notice of
     Exercise  in respect of 50  Warrant  Shares,  then (1) on the Call Date the
     right under this Warrant to acquire 25 Warrant Shares will be automatically
     cancelled,  (2) the  Company,  in the time and manner  required  under this
     Warrant,  will have issued and delivered to the Holder 50 Warrant Shares in
     respect of the exercises  following receipt of the Call Notice, and (3) the
     Holder  may,  until the  Termination  Date,  exercise  this  Warrant for 25
     Warrant  Shares  (subject to adjustment  as herein  provided and subject to
     subsequent  Call Notices).  Subject again to the provisions of this Section
     3, the Company may deliver  subsequent Call Notices for any portion of this
     Warrant for which the Holder shall not have delivered a Notice of Exercise.
     Notwithstanding  anything to the  contrary set forth in this  Warrant,  the
     Company may not deliver a Call Notice or require the  cancellation  of this
     Warrant (and any Call Notice will be void),  unless,  from the beginning of
     the 15 consecutive  Trading Days used to determine whether the Common Stock
     has achieved the Threshold Price through the Call Date, (i) the Measurement
     Price equals or exceeds the  Threshold  Price,  (ii) the Company shall have
     honored  in  accordance  with the  terms of this  Warrant  all  Notices  of
     Exercise  delivered  by 6:30 p.m.  (New York City  time) on the Call  Date,
     (iii) the  Registration  Statement  shall be  effective  as to all  Warrant
     Shares and the  prospectus  thereunder  available for use by the Holder for
     the resale all such Warrant  Shares (and the Company in good faith believes
     that such  effectiveness  shall continue  uninterrupted for the foreseeable
     future), (iv) the Common Stock shall be listed or quoted for trading on the
     Principal  Market (and the Company believes in good faith that such listing
     or quotation shall continue  uninterrupted for the foreseeable  future) and
     (v)  such  issuance  would  be  permitted  in full  without  violating  the
     limitations set forth in Section 3(c).

                                       5


<PAGE>

     4.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made  without  charge to the  Holder for any issue or  transfer  tax or
other incidental expense in respect of the issuance of such certificate,  all of
which taxes and  expenses  shall be paid by the Company,  and such  certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

     6. Closing of Books.  The Company will not close its  stockholder  books or
records in any  manner  which  prevents  the timely  exercise  of this  Warrant,
pursuant to the terms hereof.

     7. Transfer, Division and Combination.

          (a) Subject to compliance with any applicable  securities laws and the
     conditions set forth in Sections 1 and 7(e) hereof and to the provisions of
     Section  4.1 of  the  Purchase  Agreement,  this  Warrant  and  all  rights
     hereunder are  transferable,  in whole or in part,  upon  surrender of this
     Warrant at the  principal  office of the Company,  together  with a written
     assignment of this Warrant  substantially  in the form attached hereto duly
     executed by the Holder or its agent or attorney and funds sufficient to pay
     any  transfer  taxes  payable upon the making of such  transfer.  Upon such
     surrender  and, if required,  such  payment,  the Company shall execute and
     deliver a new Warrant or Warrants in the name of the  assignee or assignees
     and in the  denomination or  denominations  specified in such instrument of
     assignment,  and shall issue to the assignor a new Warrant  evidencing  the
     portion of this Warrant not so assigned, and this Warrant shall promptly be
     cancelled.  A Warrant,  if properly  assigned,  may be  exercised  by a new
     holder for the  purchase  of Warrant  Shares  without  having a new Warrant
     issued.

          (b) This Warrant may be divided or combined  with other  Warrants upon
     presentation hereof at the aforesaid office of the Company, together with a
     written notice specifying the names and denominations in which new Warrants
     are to be issued, signed by the Holder or its agent or attorney. Subject to
     compliance  with Section 7(a), as to any transfer  which may be involved in
     such division or  combination,  the Company shall execute and deliver a new
     Warrant or Warrants  in exchange  for the Warrant or Warrants to be divided
     or combined in accordance with such notice.

          (c) The Company  shall  prepare,  issue and deliver at its own expense
     (other than transfer  taxes) the new Warrant or Warrants under this Section
     7.

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<PAGE>

          (d) The Company agrees to maintain, at its aforesaid office, books for
     the registration and the registration of transfer of the Warrants.

          (e) If, at the time of the  surrender  of this  Warrant in  connection
     with any transfer of this  Warrant,  the transfer of this Warrant shall not
     be registered  pursuant to an effective  registration  statement  under the
     Securities Act and under  applicable state securities or blue sky laws, the
     Company may require,  as a condition of allowing such transfer (i) that the
     Holder or transferee of this  Warrant,  as the case may be,  furnish to the
     Company a written  opinion  of  counsel  (which  opinion  shall be in form,
     substance  and scope  customary  for  opinions  of  counsel  in  comparable
     transactions  and reasonably  acceptable to the Company) to the effect that
     such transfer may be made without registration under the Securities Act and
     under applicable state securities or blue sky laws, (ii) that the holder or
     transferee  execute and deliver to the Company an investment letter in form
     and substance acceptable to the Company and (iii) that the transferee be an
     "accredited  investor"  as defined  in Rule  501(a)  promulgated  under the
     Securities Act.

     8. No Rights as Shareholder  until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the  aggregate  Exercise  Price  (or by means of a  cashless  exercise),  the
Warrant  Shares so purchased  shall be and be deemed to be issued to such Holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the  loss,  theft,  destruction  or  mutilation  of this  Warrant  or any  stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11. Adjustments of Exercise Price and Number of Warrant Shares.

          (a) Stock Splits,  etc. The number and kind of securities  purchasable
     upon the exercise of this  Warrant and the Exercise  Price shall be subject
     to adjustment from time to time upon the happening of any of the following.
     In case the Company  shall (i) pay a dividend in shares of Common  Stock or
     make a distribution in shares of Common Stock to holders of its outstanding
     Common Stock, (ii) subdivide its outstanding  shares of Common Stock into a
     greater number of shares,  (iii) combine its  outstanding  shares of Common
     Stock into a smaller  number of shares of Common  Stock,  or (iv) issue any
     shares of its capital stock in a reclassification of the Common Stock, then


                                      7


<PAGE>

     the number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
     immediately  prior  thereto  shall be adjusted so that the Holder  shall be
     entitled  to  receive  the kind  and  number  of  Warrant  Shares  or other
     securities  of the Company  which it would have owned or have been entitled
     to receive had such Warrant been  exercised in advance  thereof.  Upon each
     such  adjustment  of the  kind  and  number  of  Warrant  Shares  or  other
     securities of the Company which are purchasable hereunder, the Holder shall
     thereafter  be entitled to purchase  the number of Warrant  Shares or other
     securities  resulting from such adjustment at an Exercise Price per Warrant
     Share or other  security  obtained by  multiplying  the  Exercise  Price in
     effect immediately prior to such adjustment by the number of Warrant Shares
     purchasable  pursuant  hereto  immediately  prior  to such  adjustment  and
     dividing by the number of Warrant Shares or other securities of the Company
     resulting  from  such  adjustment.  An  adjustment  made  pursuant  to this
     paragraph shall become  effective  immediately  after the effective date of
     such event retroactive to the record date, if any, for such event.

          (b) Anti-Dilution Provisions. During the Exercise Period, the Exercise
     Price shall be subject to adjustment  from time to time as provided in this
     Section  11(b).  In the event that any  adjustment of the Exercise Price as
     required  herein results in a fraction of a cent, such Exercise Price shall
     be rounded up or down to the nearest cent.

               (i)  Adjustment  of Exercise  Price.  If and whenever the Company
          issues or sells,  or in accordance  with Section  11(b)(ii)  hereof is
          deemed to have  issued  or sold,  any  shares  of  Common  Stock for a
          consideration per share of less than the then Exercise Price or for no
          consideration  (such  lower  price,  the "Base  Share  Price" and such
          issuances  collectively,  a "Dilutive  Issuance"),  then, the Exercise
          Price shall be reduced to equal the Base Share Price.  Such adjustment
          shall  be made  whenever  shares  of  Common  Stock  or  Common  Stock
          Equivalents are issued.

               (ii) Effect on Exercise Price of Certain Events.  For purposes of
          determining  the adjusted  Exercise  Price under Section 11(b) hereof,
          the following will be applicable:

                    (A)  Issuance  of Rights or  Options.  If the Company in any
               manner issues or grants any warrants,  rights or options, whether
               or not immediately  exercisable,  to subscribe for or to purchase
               Common Stock or Common Stock Equivalents  (such warrants,  rights
               and options to purchase Common Stock or Common Stock  Equivalents
               are hereinafter referred to as "Options") and the effective price
               per share for which Common Stock is issuable upon the exercise of
               such Options is less than the Exercise  Price  ("Below Base Price
               Options"),  then the  maximum  total  number  of shares of Common
               Stock  issuable  upon the  exercise  of all such Below Base Price
               Options (assuming full exercise, conversion or exchange of Common
               Stock  Equivalents,  if  applicable)  will, as of the date of the
               issuance or grant of such Below Base Price Options,  be deemed to
               be  outstanding  and to have been  issued and sold by the Company
               for such price per share and the maximum consideration payable to
               the  Company  upon  such  exercise   (assuming   full   exercise,

                                       8

<PAGE>

               conversion   or  exchange  of  Common   Stock   Equivalents,   if
               applicable)  will be deemed to have been received by the Company.
               For purposes of the preceding sentence,  the "effective price per
               share for which  Common  Stock is issuable  upon the  exercise of
               such Below Base Price  Options" is determined by dividing (i) the
               total  amount,  if any,  received or receivable by the Company as
               consideration for the issuance or granting of all such Below Base
               Price Options,  plus the minimum  aggregate  amount of additional
               consideration,  if any,  payable to the Company upon the exercise
               of all such Below Base Price Options, plus, in the case of Common
               Stock  Equivalents  issuable upon the exercise of such Below Base
               Price  Options,   the  minimum  aggregate  amount  of  additional
               consideration  payable upon the exercise,  conversion or exchange
               thereof at the time such Common  Stock  Equivalents  first become
               exercisable,  convertible  or  exchangeable,  by (ii) the maximum
               total number of shares of Common Stock issuable upon the exercise
               of all such Below Base Price Options (assuming full conversion of
               Common Stock Equivalents,  if applicable).  No further adjustment
               to the  Exercise  Price will be made upon the actual  issuance of
               such  Common  Stock  upon the  exercise  of such Below Base Price
               Options or upon the  exercise,  conversion  or exchange of Common
               Stock Equivalents issuable upon exercise of such Below Base Price
               Options.

                    (B) Issuance of Common Stock Equivalents.  If the Company in
               any manner issues or sells any Common Stock Equivalents,  whether
               or not  immediately  convertible  (other  than where the same are
               issuable  upon the exercise of Options) and the  effective  price
               per share for which Common Stock is issuable upon such  exercise,
               conversion or exchange is less than the Exercise Price,  then the
               maximum total number of shares of Common Stock  issuable upon the
               exercise,  conversion  or  exchange  of  all  such  Common  Stock
               Equivalents  will,  as of the date of the issuance of such Common
               Stock  Equivalents,  be deemed to be outstanding and to have been
               issued and sold by the  Company  for such price per share and the
               maximum  consideration  payable to the Company upon such exercise
               (assuming full  exercise,  conversion or exchange of Common Stock
               Equivalents,  if applicable) will be deemed to have been received
               by the Company.  For the purposes of the preceding sentence,  the
               "effective  price per share for which  Common  Stock is  issuable
               upon such  exercise,  conversion  or exchange" is  determined  by
               dividing (i) the total amount,  if any, received or receivable by
               the Company as consideration for the issuance or sale of all such
               Common Stock  Equivalents,  plus the minimum  aggregate amount of
               additional consideration, if any, payable to the Company upon the
               exercise,  conversion or exchange thereof at the time such Common
               Stock  Equivalents  first  become  exercisable,   convertible  or
               exchangeable,  by (ii) the  maximum  total  number  of  shares of
               Common Stock  issuable upon the exercise,  conversion or exchange
               of all such Common Stock  Equivalents.  No further  adjustment to

                                       9

<PAGE>

               the Exercise Price will be made upon the actual  issuance of such
               Common Stock upon exercise, conversion or exchange of such Common
               Stock Equivalents.

                    (C) Change in Option Price or Conversion Rate. If there is a
               change at any time in (i) the amount of additional  consideration
               payable to the Company upon the exercise of any Options; (ii) the
               amount  of  additional  consideration,  if  any,  payable  to the
               Company upon the  exercise,  conversion or exchange of any Common
               Stock  Equivalents;  or (iii) the rate at which any Common  Stock
               Equivalents are convertible into or exchangeable for Common Stock
               (in each such case,  other than under or by reason of  provisions
               designed to protect  against  dilution),  the  Exercise  Price in
               effect  at the  time of such  change  will be  readjusted  to the
               Exercise  Price  which would have been in effect at such time had
               such  Options  or  Common  Stock  Equivalents  still  outstanding
               provided for such  changed  additional  consideration  or changed
               conversion  rate,  as the  case  may be,  at the  time  initially
               granted, issued or sold.

                    (D)  Calculation of  Consideration  Received.  If any Common
               Stock, Options or Common Stock Equivalents are issued, granted or
               sold for cash, the  consideration  received therefor for purposes
               of  this  Warrant  will be the  amount  received  by the  Company
               therefor,    before   deduction   of   reasonable    commissions,
               underwriting discounts or allowances or other reasonable expenses
               paid or incurred by the Company in connection with such issuance,
               grant or sale. In case any Common Stock,  Options or Common Stock
               Equivalents are issued or sold for a consideration part or all of
               which shall be other than cash,  the amount of the  consideration
               other than cash  received by the Company  will be the fair market
               value of such  consideration,  except  where  such  consideration
               consists of securities, in which case the amount of consideration
               received by the Company  will be the fair market  value  (closing
               bid  price,  if traded on any  market)  thereof as of the date of
               receipt.  In case any  Common  Stock,  Options  or  Common  Stock
               Equivalents   are  issued  in  connection   with  any  merger  or
               consolidation in which the Company is the surviving  corporation,
               the  amount of  consideration  therefor  will be deemed to be the
               fair market  value of such portion of the net assets and business
               of the  non-surviving  corporation  as is  attributable  to  such
               Common Stock,  Options or Common Stock  Equivalents,  as the case
               may be. The fair  market  value of any  consideration  other than
               cash  or  securities  will be  determined  in  good  faith  by an
               investment  banker  or  other  appropriate   expert  of  national
               reputation  selected by the Company and reasonably  acceptable to
               the holder  hereof,  with the costs of such appraisal to be borne
               by the Company.

                    (E)   Exceptions   to   Adjustment   of   Exercise    Price.
               Notwithstanding  the foregoing,  no adjustment will be made under
               this  Section  11(b) in respect of (1) the granting of options to
               employees,  officers, directors or key consultants of the Company

                                       10

<PAGE>

               pursuant to any stock  option plan duly  adopted by a majority of
               the non-employee members of the Board of Directors of the Company
               or a majority  of the  members  of a  committee  of  non-employee
               directors  established for such purpose, (2) upon the exercise of
               or conversion of any Common Stock  Equivalents  or Options issued
               and  outstanding  on the Original  Issue Date,  provided that the
               securities  have not been amended  since the date of the Purchase
               Agreement  except as a result of the Purchase  Agreement,  or (3)
               acquisitions  or strategic  investments,  the primary  purpose of
               which is not to raise capital.


               (iii) Minimum  Adjustment of Exercise Price. No adjustment of the
          Exercise  Price  shall  be made in an  amount  of less  than 1% of the
          Exercise  Price in  effect at the time such  adjustment  is  otherwise
          required to be made, but any such lesser  adjustment  shall be carried
          forward  and  shall  be made at the time  and  together  with the next
          subsequent  adjustment which, together with any adjustments so carried
          forward, shall amount to not less than 1% of such Exercise Price.

     12. Reorganization,  Reclassification, Merger, Consolidation or Disposition
of Assets.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of its property,  assets or business to another corporation
and,  pursuant to the terms of such  reorganization,  reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("Other Property"),  are to be received by or distributed
to the holders of Common  Stock of the  Company,  then the Holder shall have the
right thereafter to receive,  at the option of the Holder,  (a) upon exercise of
this Warrant, the number of shares of Common Stock of the successor or acquiring
corporation  or of the Company,  if it is the surviving  corporation,  and Other
Property   receivable   upon   or   as  a   result   of   such   reorganization,
reclassification,  merger, consolidation or disposition of assets by a Holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately  prior to such event or (b) cash equal to the value of this  Warrant
as determined in accordance  with the Black Scholes option pricing  formula.  In
case of any such  reorganization,  reclassification,  merger,  consolidation  or
disposition of assets, the successor or acquiring corporation (if other than the
Company) shall expressly assume the due and punctual  observance and performance
of each and every  covenant and  condition  of this Warrant to be performed  and
observed by the  Company  and all the  obligations  and  liabilities  hereunder,
subject to such  modifications  as may be deemed  appropriate  (as determined in
good faith by  resolution  of the Board of Directors of the Company) in order to
provide for  adjustments of Warrant Shares for which this Warrant is exercisable
which shall be as nearly  equivalent as practicable to the adjustments  provided
for in this Section 12. For purposes of this  Section 12,  "common  stock of the
successor or acquiring  corporation"  shall include stock of such corporation of

                                       11

<PAGE>

any class which is not  preferred as to dividends or assets over any other class
of stock of such  corporation  and which is not subject to redemption  and shall
also include any evidences of indebtedness,  shares of stock or other securities
which  are  convertible  into  or  exchangeable  for  any  such  stock,   either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock.  The  foregoing  provisions  of this Section 12 shall  similarly
apply to successive reorganizations,  reclassifications, mergers, consolidations
or disposition of assets.

     13. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

     14. Notice of  Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give  notice  thereof to the  Holder,  which  notice  shall  state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

     15. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for  the  purpose  of  entitling  them  to  receive  a  dividend  or  other
     distribution,  or any right to subscribe  for or purchase any  evidences of
     its indebtedness,  any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there  shall be any capital  reorganization  of the  Company,  any
     reclassification or recapitalization of the capital stock of the Company or
     any  consolidation or merger of the Company with, or any sale,  transfer or
     other  disposition  of all or  substantially  all the  property,  assets or
     business of the Company to, another corporation or,

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 20 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,

                                       12

<PAGE>

reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(d).

     16.  Authorized  Shares.  The Company  covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the Trading Market upon
which the Common Stock may be listed.

     Except  and to the  extent as waived or  consented  to by the  Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     Before  taking any action which would result in an adjustment in the number
of Warrant  Shares for which this  Warrant  is  exercisable  or in the  Exercise
Price, the Company shall obtain all such  authorizations or exemptions  thereof,
or consents  thereto,  as may be necessary  from any public  regulatory  body or
bodies having jurisdiction thereof.


     17. Miscellaneous.

          (a) Jurisdiction. All questions concerning the construction, validity,
     enforcement  and  interpretation  of this Warrant  shall be  determined  in
     accordance with the provisions of the Purchase Agreement.

                                       13

<PAGE>

          (b)  Restrictions.  The Holder  acknowledges  that the Warrant  Shares
     acquired upon the exercise of this Warrant,  if not  registered,  will have
     restrictions upon resale imposed by state and federal securities laws.

          (c)  Nonwaiver  and  Expenses.  No course of  dealing  or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date.  If the  Company  willfully  and  knowingly  fails to comply with any
     provision of this  Warrant,  which  results in any material  damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses  including,  but not limited to, reasonable
     attorneys'  fees,  including  those of appellate  proceedings,  incurred by
     Holder in  collecting  any  amounts  due  pursuant  hereto or in  otherwise
     enforcing any of its rights, powers or remedies hereunder.

          (d)  Notices.  Any  notice,  request  or other  document  required  or
     permitted to be given or  delivered  to the Holder by the Company  shall be
     delivered  in  accordance  with  the  notice  provisions  of  the  Purchase
     Agreement.

          (e) Limitation of Liability.  No provision  hereof,  in the absence of
     any  affirmative  action by Holder to  exercise  this  Warrant or  purchase
     Warrant  Shares,  and no enumeration  herein of the rights or privileges of
     Holder,  shall give rise to any liability of Holder for the purchase  price
     of any  Common  Stock or as a  stockholder  of the  Company,  whether  such
     liability is asserted by the Company or by creditors of the Company.

          (f) Remedies.  Holder,  in addition to being  entitled to exercise all
     rights granted by law, including  recovery of damages,  will be entitled to
     specific  performance of its rights under this Warrant.  The Company agrees
     that  monetary  damages  would not be  adequate  compensation  for any loss
     incurred by reason of a breach by it of the  provisions of this Warrant and
     hereby  agrees to waive the defense in any action for specific  performance
     that a remedy at law would be adequate.

          (g) Successors  and Assigns.  Subject to applicable  securities  laws,
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding  upon the  successors  of the Company and the
     successors and permitted assigns of Holder.  The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant  and shall be  enforceable  by any such Holder or holder of Warrant
     Shares.

          (h)  Amendment.  This  Warrant  may  be  modified  or  amended  or the
     provisions  hereof  waived with the written  consent of the Company and the
     Holder.

          (i) Severability.  Wherever  possible,  each provision of this Warrant
     shall be  interpreted  in such  manner as to be  effective  and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent  of  such  prohibition  or  invalidity,   without  invalidating  the
     remainder of such provisions or the remaining provisions of this Warrant.

                                       14

<PAGE>

          (j)  Headings.   The  headings  used  in  this  Warrant  are  for  the
     convenience of reference  only and shall not, for any purpose,  be deemed a
     part of this Warrant.

                              ********************


                                       15

<PAGE>

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  October __, 2003
                                     ERESOURCE CAPITAL GROUP, INC.



                                     By:  ____________________________________
                                          Name:
                                          Title:


<PAGE>


                               NOTICE OF EXERCISE

To:      eResource Capital Group, Inc.

     (1) The undersigned  hereby elects to purchase  ________  Warrant Shares of
eResource  Capital  Group,  Inc.  pursuant to the terms of the attached  Warrant
(only if exercised in full),  and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check applicable box):

          [ ] in lawful money of the United States; or

               [ ] the  cancellation  of such  number  of  Warrant  Shares as is
               necessary, in accordance with the formula set forth in subsection
               3(d), to exercise this Warrant with respect to the maximum number
               of Warrant Shares  purchasable  pursuant to the cashless exercise
               procedure set forth in subsection 3(d).

     (3) Please  issue a  certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

                    ________________________________________


The Warrant Shares shall be delivered to the following:

                    ________________________________________

                    ________________________________________

                    ________________________________________

     (4) Accredited  Investor.  The  undersigned is an "accredited  investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                              [PURCHASER]


                              By: ______________________________
                              Name:
                              Title:

                              Dated:  ________________________


<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                      Dated:  ______________, _______


                  Holder's Signature: _____________________________

                  Holder's Address:   _____________________________

                                      _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.