Exhibit 10.5



                                EQUITY INVESTMENT
                                 LINE AGREEMENT

                                    PART ONE

                          EUROFUND DERIVATIVES LIMITED

                     24-26 CALTON ROAD EDINBURGH EH8 9DP U.K
             INTL TEL: 0044 131 622 7415 INTL FAX: 0044 131 662 0210
            EMAIL: info@eurofund.8m.com WEBSITE: www.eurofund.8m.com


                        Equity Investment Line Agreement

Dated as of the 12th day of April 2000.

This Equity Investment Line Agreement relates to the purchase and sale from time
to  time  by  Eurofund  Derivatives  Limited  (the  "Selling  Investor")  of  an
indeterminate  number of Shares of Common Stock, $0.001 par value per share (the
"Common Stock"), of Phoenix Resources  Technologies,  Inc., a Nevada corporation
(the "Company") issuable upon exercise of a Class A Warrant.

The  actual  number of Shares of Common  Stock into which the Class A Warrant is
exercisable  will depend upon  whether  the Company  requires  the holder of the
Class A Warrant to  exercise  all or part of such Class A Warrant  and will also
depend upon future market conditions.  If the Company were to require the holder
of the Class A Warrant to fully exercise such warrant, based upon current market
conditions,  as of March 3, 2000, the Class A Warrant being registered hereunder
would be  exercisable  into  approximately  569,152  Shares of Common Stock.  In
accordance with Rule 415 under the Securities Act of 1933,  Common Stock offered
hereby shall also be deemed to cover an indeterminate number of securities to be
offered or issued to reflect  adjustments  resulting  from stock  splits,  stock
dividends or similar transactions,  as well as an indeterminate number of Shares
of Common Stock issuable upon exercise of the Class A Warrant,  and is deemed to
include any  additional  Shares of Common  Stock that may be issuable  upon such
exercise as a result of any adjustment to the exercise price.

It is anticipated that the Shares will be offered from time to time in brokerage
transactions  (which may include block  transactions),  in the  over-the-counter
market or negotiated  transactions at prices and terms prevailing at the time of
such sales, at prices related to such market prices or at negotiated prices.

The  Selling  Investor  has not  held any  position,  office  or other  material
relationship  with the  Company,  or had any such  position,  office or material
relationship within the past three (3) years.  Because the number of Shares into
which the Class A Warrant  is  exercisable  depends  upon  whether  the  Company
requires  the Selling  Investor  to exercise  all or part of the Class A Warrant
issued to it, and will also depend upon the market price of the Company's Common
Stock from time to time, it is not possible to calculate the number of Shares of
Common  Stock  which will be  ultimately  issued  upon  exercise  of the Class A
Warrant.  Therefore  the  aggregate  exercise  price  of  the  Class  A  Warrant
subscribed for by the Selling Investor is listed below in place of the number of
Shares beneficially owned by such Selling Investor prior to this offering and in
place of the number of Shares offered by such Selling Investor.  Because of this
it is not possible to calculate  the  percentage  of the  Company's  outstanding
Common Stock beneficially owned by the Selling Investor.  Under the terms of the
Class A  Warrant,  the total  number of  Shares of Common  Stock of the  Company
deemed  beneficially owned by the Selling Investor,  together with all Shares of
the  Common  Stock of the  Company  deemed  beneficially  owned  by the  Selling
Investor's  affiliates as defined in Rule 144 of the  Securities Act of 1933, as
amended, may never exceed 9.9% of the total issued and outstanding Shares of the
Common Stock of the Company.

<PAGE>

SECURITIES  OFFERED ON A DELAYED OR CONTINUOUS  BASIS PURSUANT TO RULE 415 UNDER
THE SECURITIES ACT OF 1933.

Beneficial Owner: Eurofund Derivatives Limited
Aggregate Warrant Exercise Price:  (Class A Warrant)   $10,000,000
Title of each class of securities to be offered:  CLASS A WARRANT
Title of each class of securities to be registered: COMMON STOCK
Proposed Amount to be registered:    $10,000,000
Maximum Amount per Put Notice/Notice of Exercise:  $1,000,000
Proposed Maximum Aggregate Value of Common Stock to be issued: $10,000,000

                                       II

The  Company  will only  receive  the  aggregate  Exercise  Price if the Selling
Investor  exercises  the  Warrant.  Such  exercise  may depend upon  whether the
Company  requires  the Selling  Investor to exercise  all or part of the Class A
Warrant  issued to it, and will also depend upon future market  conditions.  The
Company  has  agreed  to  bear  all of  the  expenses  in  connection  with  the
registration  of the Shares.  The Company expects that any net proceeds from the
exercise of the  Warrants  will be used for research  and  development,  working
capital,  acquisitions,  and for general corporate purposes, in such amounts, as
the Company,  in its discretion,  deems appropriate.  Pending  utilisation,  the
Company may invest such funds in money market  funds and other  interest-bearing
obligations.

Authorisation  of  Additional  Securities.  The Company is  authorised  to issue
100,000,000  Shares of Common  Stock.  As of the date of this Equity  Investment
Line  Agreement,  there  were  9,458,900  Shares  of  Common  Stock  issued  and
outstanding. The Company's Board of Directors has the power to issue any and all
unissued  Shares and, to the extent that  additional  Shares of Common Stock are
issued, dilution to the interests of the Company's stockholders will occur.

The  Company's  Common Stock trades on the National  Association  of  Securities
Dealers Bulletin Board under the symbol, "PRTI". On March 3, 2000 as reported by
NASD the last sale price of a share of Common Stock was $19.25

Description of Securities  Offered Pursuant to Equity  Investment Line Agreement
Between Eurofund Derivatives Limited and Phoenix Resources Technologies, Inc.

The Company is authorised to issue  100,000,000  Shares of Common Stock,  $0.001
par value per share, of which 9,458,900  Shares were  outstanding as of the date
of this Equity Line Agreement.

The Company is obligated to file a registration  statement, at the latest within
ten business  days after the end of the one-month  period  stipulated in any Put
Notice  (the  Exercise  Period),  for all  Shares of Common  Stock  issued  upon
exercise of the Warrant  during such Exercise  Period.  Under the terms of their
agreement  with the  Company,  at no time will the  Selling  Investor  and their
affiliates own in excess of 9.9% of the total issued and  outstanding  Shares of
the Common Stock.

The Class A Warrant,  which  expires on April 12,  2002,  entitles  the  Selling
Investor to purchase from the Company at the Exercise  Price a certain number of
Shares  based upon an amount set by the Company  from time to time over the life
of the Class A Warrant.  30 days before the  beginning of each  Exercise  Period
specified by the Company,  the Company will  determine the maximum dollar amount
of Common Stock that the Company wishes to issue to the Selling  Investor during
such Exercise Period.  The actual dollar amount that may be issued will be based
upon the  trading  volume of the stock  during the 20 trading  days prior to the
first day of the Exercise Period in question according to the following table of
values:

---------------------------------------------------------------- ---------------
20-Day Average Daily Trading Volume (1)        Maximum Amount to be Issued
--------------------------------------------------------------------------------
$25000 - $50,000                               $100,000
--------------------------------------------------------------------------------
$50,000 - $100,000                             $200,000
$100,000 - $200,000                            $350,000
$200,000 - $300,000                            $500,000
$300,000 - $400,000                            $750,000
$400,000 - $500,000                            $1,000,000
--------------------------------------------------------------------------------
(1)      The 20-Day Average Daily Trading Volume shall be equal to: the sum of

         (the daily  closing  price on each of the 20 trading  days  immediately
         preceding the first day of the Exercise Period multiplied by the volume
         on each of those same 20 trading days) divided by 20.

<PAGE>

                                      III

30 days before the beginning of each Exercise  Period  specified by the Company,
the Company will issue a Put Notice,  requiring the Selling Investor to exercise
a portion of the Class A Warrant  during  such  Exercise  Period,  to purchase a
sufficient  number of  Shares  to  realise  the  maximum  amount to be issued as
stipulated in the Put Notice, to be adjusted later, if required,  to reflect the
calculation set out in the above table. In the Put Notice, the Company will also
set, in agreement with the Selling Investor,  the minimum price or "Floor Price"
per share at which such Common Stock is to be issued.

Therefore, before the beginning of each Exercise Period, the Company stipulates,
in agreement with the Selling  Investor,  the maximum aggregate amount of Common
Stock to be issued  pursuant to exercise of the Class A Warrant (which can range
from $0 USD to  $1,000,000  USD during such  Exercise  Period),  and the minimum
price per share for such  issuance.  The  Company may also choose not to require
the  Selling  Investor to purchase  any Shares of Common  Stock  pursuant to the
Class A Warrant.  If the  Company  decides to require  the  Selling  Investor to
purchase  the  amount   specified  by  the  Company,   in  accordance  with  the
aforementioned  table of values,  the Selling  Investor  must then  exercise the
Class A Warrant  during  such  Exercise  Period  into the number of Shares  that
equals the amount  specified by the Company  divided by the applicable  Exercise
Price.  On a date or dates  during  such  Exercise  Period in which the  Selling
Investor  is  obligated  to  exercise  all or part of the Class A  Warrant,  the
Selling  Investor is required to send a Notice of Exercise to the  Company.  The
"Exercise Price" per share shall mean:

The greater of:

   (i)The  Floor Price to be set by the Company,  in agreement  with the Selling
   Investor upon issuance of the Put Notice.

   (ii) 90% of the average 5-day  closing  price of the  Company's  stock on the
   Nasdaq National Market,  Nasdaq Small Cap Market,  OTCBB or other exchange or
   market if the Shares are traded thereon,  for the five trading days preceding
   the date that a Notice of Exercise is given.

The  Exercise  Price in effect  during any  Exercise  Period,  specified  by the
Company may never be lower than the Floor Price (to be negotiated by the Company
and  Selling  Investor)  specified  by the  Company in the Put  Notice,  and the
Selling  Investor's  obligation  to  exercise  the Class A Warrant  during  such
Exercise  Period shall be waived  whenever the Exercise  Price is lower than the
Floor Price.  Likewise, the Company's obligation to issue Common Stock against a
Notice of  Exercise  from the Selling  Investor  shall be waived if, at any time
during the  Exercise  Period,  or during the 30-day  notice  period  immediately
preceding  such  Exercise  Period,  the  Company's  stock trades below the Floor
Price.  Unless otherwise agreed to by the Company and the Selling  Investor,  no
more than $10 million USD may be raised by the Company  pursuant to the exercise
of the Class A  Warrant.  Because  the  number of Shares  into which the Class A
Warrant is  exercisable  depends upon  whether the Company  requires the Selling
Investor to exercise  all or part of the Class A Warrant  issued to it, and will
also depend upon the market  price of the  Company's  Common  Stock from time to
time, it is not possible to calculate the number of Shares of Common Stock which
will be ultimately issued upon exercise of the Class A Warrant.

<PAGE>

Holders of Common  Stock are  entitled (i) to receive  rateable  dividends  from
funds legally  available for  distribution  when and if declared by the board of
directors;  (ii) to share rateably in all of the Company's  assets available for
distribution  upon  liquidation,  dissolution or winding up of the Company;  and
(iii) to one vote for each share held of record on each  matter  submitted  to a
vote of stockholders.  All outstanding Shares of Common Stock are fully paid for
and non-assessable.  The Selling Investor is entitled to distribute from time to
time the Common Stock issuable upon exercise of the Warrant.  Based upon current
market  conditions,  as of the 3rd. March,  2000, the outstanding  Warrant would
have been  exercisable  for an  aggregate  exercise  price of  $10,000,000  into
approximately 569,152 Shares of Common Stock, representing approximately 5.7% of
the issued and outstanding Common Stock of the Company after taking into account
the issuance of such Common

                                       IV

Stock upon exercise of the  Warrants.  The Company will not receive any proceeds
from the sale of Common  Stock by the Selling  Investor.  The Company  will only
receive the  aggregate  Exercise  Price of the Warrants if the Selling  Investor
exercises  such  Warrants.  Such  exercise  may depend upon  whether the Company
requires  the Selling  Investor  to exercise  all of part of the Class A Warrant
issued to it, and will also depend upon future market conditions.

To comply with certain states' securities laws, if applicable,  the Common Stock
will not be offered or sold in a  particular  state  unless the Common Stock has
been  registered  or  qualified  for  sale in such  state or an  exemption  from
registration or qualification is available and complied with.

This Agreement  supersedes all previous agreements between the parties,  whether
verbal or written.

The provisions hereof are severable,  and if any one or more provisions shall be
determined to be unenforceable, the remaining provisions shall remain as binding
between the parties.

This Equity  Investment  Line  Agreement  Part Two and Exhibit 1, both attached,
form  part of this  Agreement  and  are  subject  to all  terms  and  conditions
contained herein.

Read and Agreed to this 12th. Day of April 2000:


Eurofund Derivatives Limited, (the "Investor")

         Signed By: /s/ Roger Green
                   -----------------------------------
         Name & Title:  Roger Green, Managing Director

 Phoenix Resources Technologies, Inc. (the "Company")


         Signed By: /s/ Ben Traub

                   -----------------------------------
         Name & Title:  Ben Traub, President

                                       V

<PAGE>

                                EQUITY INVESTMENT
                                 LINE AGREEMENT

                                    PART TWO

                          EUROFUND DERIVATIVES LIMITED

                     24-26 CALTON ROAD EDINBURGH EH8 9DP U.K
             INTL TEL: 0044 131 622 7415 INTL FAX: 0044 131 662 0210
            EMAIL: info@eurofund.8m.com WEBSITE: www.eurofund.8m.com







                        EQUITY INVESTMENT LINE AGREEMENT

                                    PART TWO

                                    CONTENTS

                   Equity Investment Class A Warrant Page III


                       Form of Notice of Exercise Page VII

                                       II

                                 CLASS A WARRANT

 THIS  CERTIFIES  that,  for  value  received,   EUROFUND   DERIVATIVES  LIMITED
hereinafter  called "Warrant  holder"),  is entitled and required to purchase at
the  Exercise  Price  from  Phoenix  Resources  Technologies,   Inc.,  a  Nevada
corporation  (hereinafter called the "Company"),  the number of Shares of Common
Stock,  par value  $0.001 per share  (hereinafter  called the  "Shares")  of the
Company  calculated  in  accordance  with  Section 1.1 below,  at any time on or
before  4:30  p.m.  Eastern  Standard  Time on April 12,  2002 (the  "Expiration
Date"), all in accordance with the terms hereof.

     1.   Exercise of Warrants.

         1.1 During any  one-month  period,  specified  by the  Company in a Put
         Notice (The  Exercise  Period),  delivered to the Warrant  holder,  and
         prior to 4:30 p.m.  Eastern  Standard Time on the Expiration  Date, the
         Warrant  holder  shall,   during  such  Exercise  Period  exercise  the
         Outstanding  Amount of this  Warrant  by  delivering  to the  Company a
         Notice of Exercise duly executed and  completed by Warrant  holder,  at
         the   office   of   the   Company,    attention:   Ms.   Judee   Fayle,
         Secretary/Treasurer,  together  with payment in full in lawful money of
         the United  States,  of the  portion of the  Outstanding  Amount of the
         Warrant being exercised by such Notice of Exercise.  Such payment shall
         be made by wire transfer of immediately  available funds to the account
         of Phoenix  Resources  Technologies,  Inc. at Whatcom State Bank, Point
         Roberts Branch,  480 Tyee Drive,  Point Roberts,  WA 98281 Account No.:
         3903006518 ABA Wire Code No: 125107765.

<PAGE>

         Upon  exercise,  the Warrant  holder shall receive the number of Shares
         equal  to  the  Outstanding  Amount  being  exercised  divided  by  the
         applicable  Exercise Price. Upon receipt of the aforesaid payment,  the
         Company shall issue  instructions  to its transfer  agent to issue such
         Shares to the  Warrant  holder  within  five (5)  business  days of the
         Company's receipt of such payment. Provided that the entire Outstanding
         Amount  during any  Exercise  Period is  exercised,  and subject to the
         other  restrictions  contained  in this  Warrant or in the Equity  Line
         Agreement  dated  April 12,  2000  between  the Company and the Warrant
         holder,  the timing and number of Notices of Exercise  delivered by the
         Warrant holder to the Company shall be at the discretion of the Warrant
         holder.  The Company may treat any Notice of Exercise received by it by
         facsimile after 4:30 p.m.  Eastern  Standard Time to be received on the
         next business day. Any Outstanding  Amount that is not exercised during
         the relevant  Exercise  Period shall not be carried forward and may not
         be exercised at a later date without the prior written  approval of the
         Company.

     2.   The following definitions shall apply:

         2.1 The "Exercise  Price" shall mean the greater of (i) The Floor Price
         specified by the Company,  in agreement with the Warrant  holder,  in a
         Put  Notice or (ii) 90% of the  average  5 day bid price on the  Nasdaq
         National  Market or other  exchange  or market if the Shares are traded
         thereon for each of the five  trading  days  preceding  the date that a
         Notice of  Exercise is given.  The  Exercise  Price in effect  during a
         Exercise  Period  specified in a Put Notice may never be lower than the
         Floor Price  specified  by the Company,  In agreement  with the Warrant
         holder,  in such Put Notice,  and the Warrant  holder's  obligation  to
         exercise  this Warrant shall be waived  whenever the Exercise  Price is
         lower than the Floor Price. Likewise, the Company's obligation to issue
         Common Stock against a Notice of Exercise from the Warrant holder shall
         be waived if, at any time during any Exercise Period,  or during the 30
         day notice  period  immediately  preceding  such Exercise  Period,  the
         Company's  stock trades  below the Floor Price set by the  Company,  in
         agreement with the Warrant holder,  for that Exercise  Period.  Nothing
         contained in the preceding  sentences  shall prevent the Warrant holder
         from voluntarily electing to exercise this

                                       III

         Warrant  at a price per Share  equal to or  greater  than the  Exercise
         Price, provided that such price is at least as high as the Floor Price.
         2.2 "Notice of  Exercise"  shall mean a notice or notices  delivered by
         the  Warrant  holder to the Company  indicating  (A) the portion of the
         Outstanding  Amount of this Warrant  being  exercised,  (B) the Warrant
         holder's   Deposit/Withdrawal  At  Custodian  (DWAC)  instructions  for
         delivery  of the  Shares,  and  (C)  specifying  the  Warrant  holder's
         calculation  of (1) the  number of Shares to be issued to such  Warrant
         holder,  (2) the Exercise  Price in effect for such Notice of Exercise,
         and   (3)   the   remaining   balance   of  the   Outstanding   Amount.
         Notwithstanding  anything  to the  contrary  contained  herein,  unless
         otherwise agreed to by the Company in writing,  each Notice of Exercise
         shall be deemed to contain a representation by the Warrant holder that,
         after giving effect to the Shares to be issued  pursuant to such Notice
         of Exercise,  the total number of Shares of Common Stock of the Company
         deemed  beneficially  owned by the Warrant  holder,  together  with all
         Shares of the Common Stock of the Company deemed  beneficially owned by
         the Warrant holder's affiliates as defined in Rule 144 of the Act, will
         not  exceed  9.9% of the total  issued  and  outstanding  Shares of the
         Common Stock of the Company.

<PAGE>

         2.3.  The  "Outstanding  Amount"  of this  Warrant  shall be the dollar
         amount  specified  in any Put Notice  given by the Company from time to
         time,  reduced by the amount of this  Warrant  exercised by the Warrant
         holder during the Exercise Period specified in such Put Notice to which
         the Put Notice relates.  Should the company's share price be subject to
         the SEC penny  stock  rules and unless  waived by the  Company  and the
         Warrant  holder,  the  Outstanding  Amount in any Exercise Period shall
         automatically be reduced to equal the lesser of: an amount equal to (A)
         7% of the average daily dollar trading  volume in the Company's  Common
         Stock for the one month period ending on the day prior to the beginning
         of the Exercise  Period  specified in the Put Notice  multiplied by (B)
         the number of trading days in the Exercise Period  specified in the Put
         Notice. Unless waived by the Company in writing, on the last day of the
         Exercise Period specified in any Put Notice and on the Expiration Date,
         the Warrant  holder  shall be deemed to have given a Notice of Exercise
         for any  Outstanding  Amount  remaining on such date.

         2.4. "Put Notice" shall mean the notice given to the Warrant  holder or
         its specified  agent by the Company and signed by an executive  officer
         of the Company  setting  forth:  (A) the maximum  amount  chosen by the
         Company  (which may be any amount from $0.00 to  $1,000,000)  to be the
         Outstanding  Amount of this  Warrant  to be  exercised  by the  Warrant
         holder during the Exercise Period and to be determined at the beginning
         of the Exercise  Period in question by reference to the Table of Values
         set out in the Equity  Investment  Line Agreement Part One on Page III,
         and  according  to the formula  set out in the Equity  Line  Investment
         Agreement  Part One on Page  III (B) the  exact  dates of the  Exercise
         Period which shall be  specified  by the  Company,  (C) the Floor Price
         specified by the Company,  in agreement  with the Warrant  holder.  The
         Company  shall  give the  Warrant  holder a Put Notice at least 30 days
         prior to the  beginning  of any Exercise  Period  specified in such Put
         Notice.  The Company may amend any terms  specified in such Put Notice,
         (except  that the  Floor  Price  may not be  increased  by the  Company
         without the Warrant holder's  consent),  by delivery of an amendment to
         such  Put  Notice  to the  Warrant  holder  at any  time  prior  to the
         beginning  of  such  Exercise  Period.  Unless  mutually  agreed  to in
         writing,  the Company may not specify a total Outstanding Amount which,
         when  exercised  in full,  would  result in the Warrant  holder  having
         exercised  more than $10 million  USD. As of the date of this  Warrant,
         the maximum sum of all Outstanding Amounts specified in each of the Put
         Notices during the term of this Agreement shall be $10 million.

         2.5 "Exercise Period" shall mean any Exercise Period specified in a Put
         Notice.

         2.6 Certificates  representing Shares issued hereunder shall be stamped
         or otherwise  imprinted  with a legend  substantially  in the following
         form (in addition to any legend  required  under any  applicable  state
         securities laws):

                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED PURSUANT TO THE SECURITIES

                                       IV

                  ACT HAVE 1933, AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,
                  HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF  UNLESS  THERE  IS A
                  REGISTRATION  STATEMENT THEN IN EFFECT COVERING SUCH SHARES OR
                  AN EFFECTIVE EXEMPTION FROM SUCH REGISTRATION OR AN OPINION OF
                  COUNSEL   SATISFACTORY   TO  THE   COMPANY   THAT   UNDER  THE
                  CIRCUMSTANCES REGISTRATION IS NOT NECESSARY.

<PAGE>

         Provided,  however,  that if the issuance of the Shares pursuant to the
         exercise  of this  Warrant  are  subject to an  effective  registration
         statement  pursuant  to  Section 5 of the  Securities  Act of 1933,  as
         amended,  certificates  representing  the  Shares  shall  not  bear any
         restrictive  legend.  The Floor Price specified in any Put Notice,  and
         the daily  trading  price of the Common  Stock of the  Company  for any
         trading day used to  calculate  the Exercise  Price,  shall be adjusted
         proportionally   to  reflect  any  stock   splits,   stock   dividends,
         reclassifications,  combinations and similar transactions involving the
         Common Stock. No fractional Shares of Common Stock shall be issued upon
         the exercise of any Warrants  evidenced hereby, but in lieu thereof the
         number of Shares of Common Stock that are  assumable  upon any exercise
         shall be rounded up or down to the nearest whole share.

         2.7 Either party may  terminate  this Warrant  prior to the  Expiration
         Date if there has been a change  in  management  of the other  party by
         providing such party with written notice of such election to terminate.

         2.8 Prior Notice as to Certain Events.
         The  Company  shall mail to Warrant  holder not less than ten (10) days
         prior to the date on which (a) a record  will be taken for the  purpose
         of determining  the holders of Capital Stock  entitled to  subscription
         rights, or (b) a record will be taken (or in lieu thereof, the transfer
         books will be closed)  for the  purpose of  determining  the holders of
         Capital  Stock  entitled  to  notice of and to vote at the  meeting  of
         stockholders   at  which  any   consolidation,   merger,   dissolution,
         liquidation,  winding up or sale of the Company shall be considered and
         acted upon.

         3.   Reservation and Issuance of Shares.

         3.1 The  Company  covenants  and agrees  that all  Shares  which may be
         issued upon the exercise of the rights represented by this Warrant will
         be duly authorised, legally issued and when paid for in accordance with
         the terms  hereof,  fully  paid and  non-assessable,  and free from all
         liens and  charges  with  respect to the issue  thereof to the  Warrant
         holder.

         3.2 The Company  will reserve at all times such number of Shares as may
         be issuable  pursuant to the  exercise  of Warrants  evidenced  by this
         Warrant Certificate.

         4. Investment Representation. By accepting delivery of this Warrant
         Certificate and by exercising any Warrants evidenced hereby, the
         Warrant holder represents that the Warrant holder is acquiring the
         Warrants and the Shares issuable upon the exercise of the Warrants for
         investment.

         5.   Miscellaneous.

         5.1 The Warrant  holder shall not be entitled to any rights  whatsoever
         as a  stockholder  of the  Company by virtue of its  ownership  of this
         Warrant.

         5.2 This  Warrant  is being  executed  and  delivered  in the  State of
         Nevada.  This Warrant  Certificate  shall be interpreted under the laws
         and  jurisdiction  of the  state  and  federal  courts  in the State of
         Nevada,  United States of America.  The parties  hereby consent to such
         jurisdiction.

<PAGE>

                                        V

         5.3 Subject to the provisions hereof,  this Warrant may be exercised at
         any time after the date hereof and prior to its  expiration  as of 4:30
         p.m.  Eastern  Standard Time on the Expiration  Date, and shall be void
         and  of no  effect  after  4:30  p.m.  Eastern  Standard  Time  on  the
         Expiration Date.

         5.4  By  accepting  delivery  of  this  Warrant,   the  Warrant  holder
              acknowledges  that the Warrant granted  hereunder shall be in full
              satisfaction  of all  obligations to issue Class A Warrants to the
              Warrant  holder  pursuant  to the  Agreement  dated April 12, 2000
              between the Company and the Warrant holder

IN WITNESS WHEREOF,


The Company and the Warrant  holder have  executed  this Warrant on This Twelfth
day of April 2000 by each of their duly authorised officers.

PHOENIX RESOURCES TECHNOLOGIES, INC

Signed By: /s/ Ben Traub
          --------------------------
Name & Title:  Ben Traub, President

EUROFUND DERIVATIVES LIMITED

Signed By: /s/ Roger Green
          --------------------------
Name & Title:  Roger Green, Managing Director

                                       VI

                           Form of Notice of Exercise

     The  undersigned  hereby  irrevocably  elects to exercise  the  warrants we
currently hold to purchase ____________ Shares of Common Stock, $0.001 par value
per  share,  of Phoenix  Resources  Technologies,  Inc.  (the  "Company")  at an
exercise price of $__________per  share. Attached to this notice is the original
Warrant certificate evidencing the aforementioned warrants. We have delivered to
the Company US$_______________ representing the aggregate exercise price for the
warrants  exercised  hereunder.  A certificate  representing the Shares issuable
upon exercise should be issued in the undersigned's name.

     The  undersigned  hereby  represents  and  warrants to the Company that the
representations and warranties and  acknowledgements  made by the undersigned in
the Equity Line Agreement  dated April 12, 2000 between the  undersigned and the
Company  are still  true and  correct  as if made on the date of this  Notice of
Exercise,  and that the undersigned has carefully read any reports or statements
filed with the  Securities and Exchange  Commission  regarding the Company after
April 12, 2000, and that the Company has also made available to the  undersigned
all other documents and information that the undersigned has requested  relating
to an investment in the Company.

Dated: ________, ___ EUROFUND DERIVATIVES LIMITED.


Signed By: __________________________
Name: _______________________________
Title: ______________________________


                                       VII