Transfer of this Warrant is subject to restriction.

                      Void after ________ __, 2005

                      For _______________ Shares

                  Common Stock Purchase "A" Warrant

      Global Resources Group, Inc., a Nevada corporation, (the "Company") hereby
certifies  that,  in  consideration  of the sum of  $10.00,  and other  good and
valuable   consideration,   receipt   and   sufficiency   of  which  are  hereby
acknowledged,  , (the "Holder") is entitled, subject to the terms and conditions
set forth below,  to purchase from the Company at any time or from time to time,
on or before  ________  ____,  2005 the above  stated  number of fully  paid and
non-assessable  Shares (the  "Shares") of Common Stock,  $.01 par value,  of the
Company (the "Common  Stock") at a price of three dollars ($3.00) per Share (the
"Exercise  Price"),  and further  subject to the terms and  conditions set forth
herein. Transfer is subject to restrictions as set forth in Sections 2(e), 3 and
5 hereof.  The terms  "Warrant" or "Warrants",  as used herein,  shall mean this
Warrant,  and any Warrant or Warrants issued in exchange for, to replace or upon
partial exercise of this Warrant.

1.    Investment in Notes.  This Warrant is issued to Holder in connection with
      Holder's Loan to the Company.

2.    Piggyback Registration Rights.  The Company agrees that:

      (a)  After  December  1,  2001,  the  Company  will  register  the  shares
underlying the Warrants in any registration statement filed under the Securities
Act of 1933, as amended (the "Act"),  in  conformity  with the Act and rules and
regulations  (the  "Rules  under  the  Act")  of  the  Securities  and  Exchange
Commission (the  "Commission") and will thereafter use its best efforts to cause
said registration to become effective as soon as possible so as to permit,  upon
exercise of the warrant, the holders of the Shares from this warrant publicly to
offer  or  sell  the  Warrant  or  the  Shares  through  the  facilities  of the
over-the-counter market or any securities exchange on which the Company's Common
Stock may be listed.  The Company shall include in such  registration the Shares
subject to this  Warrant.  The Company may  include  other  Shares of its Common
Stock in any such  registration  unless the underwriter of such offering advises
the Company that the inclusion of such other Shares would  adversely  affect the
market.  Such registration  relating to the Warrant or the Shares purchased upon
exercise of the Warrant which is undertaken pursuant to a request to the Company
made in  accordance  with this  subsection  2(a) shall be solely at the cost and
expense of the Company.

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<PAGE>

      (b) If at any time  after  December  1,  2001,  the  Company  proposes  to
register  any Shares of its Common  Stock under the Act (other  than  securities
being registered in connection with an acquisition by the Company or pursuant to
an employee stock option or similar plan),  the Company will each such time give
written  notice of its  intention  to do so to  Warrant  Holder and to any other
record holder or holders of the Warrant or Warrants, as the case may be, and, if
the Warrants  have been  exercised in whole or in part, to each holder of record
of the Shares  purchased upon such  exercise,  and on Holder's  written  request
given within twenty (20) days after receipt of the notice, the Company shall use
its best  efforts to cause the  Warrants  or  Shares,  to be  included  with the
securities  registered  under the Act. The Company shall give written  notice to
Holder  and to  each  such  holder  or  holders  of  the  proposed  filing  of a
registration  statement at least  thirty (30) days prior to such  filing,  and a
prompt written notice of the proposed filing of amendments to such  registration
statement.  Any  registration  of the  Warrants  or Shares  which is  undertaken
pursuant to a request to the Company  made in  accordance  with this  subsection
2(b) shall be solely at the cost and expense of the Company.

      (c) The costs and  expenses  to be borne by the  Company  for  purposes of
subsection  2(a) and subsection  2(b) shall  include,  without  limitation,  all
printing expenses (including a reasonable number of prospectuses for circulation
by the  selling  holders  of the  Warrants  or the  Shares),  all legal fees and
disbursements of the Company's  counsel,  Blue Sky expenses,  accounting fees of
the Company,  and filing fees, and all accountable expenses of the underwriters'
commissions or similar  charges  attributable to the Warrants or Shares owned by
the  holders  thereof,  and,   notwithstanding  the  foregoing,   the  Company's
obligation  to register the Warrants or Shares  pursuant to this Section 2 shall
be limited such that: (i) the Company shall have no obligation to include Shares
in a registration  statement  under the Act to the extent that in the opinion of
Counsel  satisfactory  to the holder of such  Shares is then  eligible to resell
such Shares under Rule 144 under; (ii) the Company shall be required to register
securities  only if and to the extent that holders  seeking to register  furnish
the Company with a written  statement of their  intention to sell and such other
information  as  the  Company  may  reasonably  request;   (iii)  the  Company's
obligation to register the Warrants or Shares  pursuant to  subsections  2(a) or
2(b)  shall  expire  after the five (5) years  following  the date the  Warrants
become  exercisable  or the Company  shall have  purchased  the  Warrants or the
Shares in respect of which  registration  was requested,  pursuant to subsection
2(e) below; and (iv) the Company shall not be obligated to keep any registration
statement filed in accordance with this Section 2 effective for more than ninety
(90) days.

      (d) To the  fullest  extent  permitted  by  law,  the  Company  agrees  to
indemnify  each holder,  and each  underwriter,  of the Warrants or Shares being
sold by any such holder  pursuant to this Section 2 (and any person who controls
such holder or underwriter  within the meaning of Section 15 of the Act) against
all  claims,  losses,  damages,  liabilities  and  expenses  under the Act,  the


                                       13
<PAGE>

Securities  and  Exchange  Act of 1934,  as amended,  or other  Federal or State
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages,  liabilities and expenses (or actions in respect thereof) arise
out of or are based upon any untrue  statement  or alleged  untrue  statement of
material fact  contained in any  registration  statement  filed pursuant to this
Section 2 or in any  amendment  thereof,  or in any  preliminary  prospectus  or
prospector  relating thereto, or in any amendment thereof or supplement thereto,
or any omission or alleged  omission to state a material fact required  thereto,
or in any amendment  thereof or supplement  thereto,  or any omission or alleged
omission to state a material fact required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made,  not  misleading;  provided,  however,  that the Company shall not be
liable to any such  holder or  underwriter  in  respect of any  claims,  losses,
damages,  liabilities or expenses resulting from any untrue statement or alleged
untrue  statement or omission or alleged  omission  made in reliance upon and in
conformity with written  information  furnished to the Company by such holder or
underwriter  specifically for use in connection with such registration statement
and  prospectus;  and each holder and  underwriter  agrees to indemnify,  to the
fullest extent permitted by law, the Company,  each person, if any, who controls
the Company within the meaning of said Section 15, and each Director and Officer
of the Company who signs the registration statement in question, against claims,
losses, damages,  liabilities and expenses which they may incur by reason of any
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission  made in  reliance  upon and in  conformity  with  written  information
furnished  to the  Company by such  holder or  underwriter,  as the case may be,
specifically for use in connection with such registration statement prospectus.

      (e) The  holder  agrees  that this  Warrant  and any  Shares  issued  upon
exercise of this  Warrant  will be held  subject to any  restrictions  on resale
thereof by reason of application of the Act and that the following legend may be
affixed to this Warrant or such Shares:

   THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
    WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF
     APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
     SATISFACTORY TO THE COMPANY THAT AN EXEMPTION THEREFROM IS AVAILABLE.

3. Exercise of Warrant;  Partial Exercise. This Warrant may be exercised for the
full  number  of  Shares  within  the  time  called  for  hereby  by the  holder
surrendering this Warrant,  properly  endorsed,  to the Company at its principal
office,  accompanied by payment, in cash or by certified or official bank check,
payable to the order of the Company,  of the sum obtained by multiplying (a) the


                                       14
<PAGE>

number of Shares  called  for on the face of this  Warrant  (or such  applicable
number of Shares as may result from an adjustment  pursuant to Section 7 hereof)
by (b) the Exercise Price.

      Upon each exercise of this Warrant,  the holder or holders of this Warrant
shall be deemed to be the holder or holders  of record of Shares  issuable  upon
such  exercise,  notwithstanding  that the stock  transfer  books of the Company
shall then be closed or  certificates  representing  such Shares  shall not have
actually been delivered to said holder or holders.  As soon as practicable after
each such exercise of this  Warrant,  the Company shall issue and deliver to the
holder or holders of such Shares a certificate or  certificates  for such Shares
issuable upon such  exercise  registered in the name of the holder or holders or
its designee.

      This  Warrant  may be  exercised  for less than the full  number of Shares
within the time called for hereby by such a surrender  accompanied by payment of
the  Exercise  Price for the  number of Shares in  respect  of which it is being
exercised.  Upon any such  partial  exercise,  the Company at its  expense  will
forthwith  issue to the holder  hereof a new  Warrant or  Warrants of like tenor
calling in the  aggregate  on their face for the number of Shares for which this
Warrant shall not have been  exercised,  issued in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may direct, subject however, to subsection 2(e) hereof;  provided, that, in case
this Warrant shall not have been registered  under the Act as then in effect (or
any similar statute then in effect), the Company shall not be obligated to issue
and deliver  any Warrant or Warrants to or in the name of any person  other than
the holder of this Warrant unless, in the opinion of counsel satisfactory to the
Company,  such  Warrant  or  Warrants  may be so issued  and  delivered  without
registration  under such Act and  qualifications  under  applicable  Blue Sky or
other

 State securities laws.

4. Call Provision. If the company's stock price maintains a bid price over $4.00
for 30  consecutive  trading  days,  then  it has  the  option,  after  a 10 day
notification  period to  purchase  the  warrant  from the  holder  for $1.00 per
warrant.  Amounts due shall be payable in certified  funds and option  period to
repurchase shall be for a period of 180-days, after which time there shall be no
further call provisions.

5.  Reservation of Shares  Issuable on Exercise of Warrant.  The Company will at
all times reserve and keep available,  solely for issuance and delivery upon the
exercise  of this  Warrant,  the  Shares  and any other  stock,  securities  and
property  as from time to time shall be  receivable  upon the  exercise  of this
Warrant.

                                       15
<PAGE>

6.    Adjustments.  This Warrant is subject to the following terms and
conditions during the term thereof:

      (a) Stock  Distributions and Splits. In case (i) the outstanding Shares of
the Common Stock shall be  subdivided  into a greater  number of Shares,  (ii) a
dividend in Common  Stock shall be paid in respect of the Common  Stock or (iii)
there shall be any other distribution on the Common Stock payable otherwise than
out of earnings,  retained  earnings or earned  surplus,  the Exercise Price per
share in effect  immediately  prior to such subdivision or at the record date of
such dividend or distribution  shall  simultaneously  with the  effectiveness of
such  subdivision  or  immediately  after the record  date of such  dividend  or
distribution be proportionately reduced; and, conversely,  if outstanding Shares
of Common Stock shall be combined into a smaller number of Shares  thereof,  the
Exercise  Price per Share in effect  immediately  prior to such  combination  be
proportionately  increased.  If  there  shall  be a  distribution  described  in
subparagraph  (iii) of this  subsection  5(e),  the Exercise  Price per Share in
effect  immediately  prior to such  distribution  shall be  reduced by an amount
equal to the fair value thereof per Share of Common Stock.  Any dividend paid or
distributed  on the  Common  Stock  in stock of any  other  class or  securities
convertible  into Shares of Common Stock shall be treated as a dividend  paid in
Common  Stock to the extent that Shares of Common  Stock are  issuable  upon the
conversion thereof.

      (b) Adjustment of Underlying Shares. Whenever the Exercise Price per Share
is  adjusted  as  provided  in  subsection  5(a)  above,  the  number  of Shares
purchasable  upon exercise of the Warrant  immediately  prior to such adjustment
shall be adjusted,  effective simultaneously with such adjustment,  to equal the
product  obtained  (calculated  to the nearest full Share) by  multiplying  such
number of Shares by a fraction, the numerator of which is the Exercise Price per
Share in effect  immediately  prior to such  adjustment  and the  denominator of
which is the  Exercise  Price per Share in effect  upon such  adjustment,  which
adjusted  number of Shares shall  thereupon be the number of Shares  purchasable
upon exercise of the Warrant until adjusted as provided herein.

      (c) Notice of Change of Exercise  Price.  Whenever  the  Company  shall be
required to give effect to an adjustment in the Exercise  Price per Share or the
kind or amount of securities  purchasable upon exercise of the Warrants shall be
adjusted pursuant to any of the provisions  hereof,  the Company shall forthwith
thereafter cause to be sent to each holder of the Warrants a certificate setting
forth the  adjustments  in the  Exercise  Price per Share and/or in said kind or
amount or securities,  and also setting forth in detail the facts requiring such
adjustments.  In addition,  the Company at its expense shall, within ninety (90)
calendar  days  following  the end of each of its fiscal  years  during the term
hereof,  and promptly  upon  reasonable  request of any holder of the Warrant in
connection  with the  exercise  from time to time of all or any  portion  of the


                                       16
<PAGE>

Warrant,  cause independent  certified public accountants of recognized standing
selected by the Company to compute any such  adjustment in  accordance  with the
terms of the Warrant and prepare a certificate setting forth such adjustment and
showing in detail the facts upon which such adjustment is based.

      (d) Notice of Record  Date.  In the event of (i) any taking by the Company
of a record  of the  holders  of any  class of  securities  for the  purpose  of
determining  the holders thereof who are entitled to receive any dividend (other
than a cash  dividend  payable  out of  earnings,  retained  earnings  or earned
surplus of the Company) or other  distribution,  or any right to subscribe  for,
purchase  or  otherwise  acquire  any  Shares of stock of any class or any other
securities  or  property,  or to receive  any other  right,  or (ii) any capital
reorganization of the Company,  or any  reclassification  or recapitalization of
the capital stock of the Company, or any transfer of all or substantially all of
the assets of the Company or consolidation or merger of the Company with or into
any  other  person,  or  (iii)  any  voluntary  or  involuntary  dissolution  or
liquidation of the Company, then and in each such event the Company will mail or
cause to be mailed to each  holder of the Warrant a notice  specifying  not only
the date on which  any  such  record  is to be  taken  for the  purpose  of such
dividend,  distribution  or right,  and stating the amount and character of such
dividend,  distribution,  or  right,  but  also  the  date  on  which  any  such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up is to take place, and the time,
if any, as of which the holders  Shares of Common Stock for  securities or other
property    deliverable    upon    such    reorganization,     reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up. Such notice shall be mailed at least thirty (30) calendar days prior
to the proposed record date therein specified.

7. Notices. All notices and other communications of the Company to the holder or
holders of this  Warrant  or  Warrants,  as the case may be,  shall be mailed by
first class registered or certified mail,  postage prepaid,  to the last address
or  addresses  furnished  to the  Company in  writing by Warrant  Holder and the
holder or holders thereof.

8.   Change;  Waiver.  Neither  this Warrant nor any term hereof may be changed,
waived, discharged  or  terminated  orally but only by an instrument in writing
signed by the party against which  enforcement of the change, waiver, discharge
or termination is sought.



                                       17
<PAGE>


9.    Choice of Law.  This Warrant shall be construed in accordance with the
laws of the State of Nevada without consideration of any principles of conflict
of law.



Dated:_________________


GLOBAL RESOURCES GROUP, INC.              Attest:
By:                                               _______________________
    -------------------------------
      O. Howard Davidsmeyer, Chairman


















GRGL61.2A




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<PAGE>