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                                                                EXHIBIT 4.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS.

                               KANAKARIS WIRELESS

                          Common Stock Purchase Warrant
                                       to
                            Purchase 2,000,000 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                   Peter Benz
                               543 Virginia Street
                           San Mateo, California 94402

by KANAKARIS WIRELESS, a Nevada corporation (hereinafter called the "Company",
which term shall include its successors and assigns).

         FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company 2,000,000 fully paid and nonassessable shares of
Common Stock, $.001 par value per share (the "Common Stock"), at the Exercise
Price (as defined below) per share.

         This Warrant shall expire at the close of business on December 31,
2001.

         1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant (properly endorsed if required) at the principal office of the
Company at 65 Enterprise, Suite 365, Aliso Viejo, California 92656 (or such
other office or agency of the Company as it may designate by notice in writing
to the Holder at the address of the Holder appearing on the books of the
Company), and upon payment to the Company, by cash or by certified check or bank
draft, of the Exercise Price for such shares. The Company agrees that the shares
of Common Stock so purchased shall be deemed to be issued to the Holder as the
record owner of such shares of Common Stock as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
shares of Common Stock as aforesaid. Certificates for the shares of Common Stock
so purchased (together with a cash adjustment in lieu of any fraction of a
share) shall be delivered to the Holder within a reasonable time, not exceeding
five (5) business days, after the rights represented by this Warrant shall have
been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of shares of Common Stock, if any, with respect to which
this Warrant shall not then have been exercised, in all other respects identical
with this Warrant, shall also be issued and delivered to the Holder within such
time, or, at the request of the Holder, appropriate notation may be made on this
Warrant and the same returned to the Holder.



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         (b) This Warrant may be exercised to acquire, from and after the date
hereof, the number of shares of Common Stock set forth on the first page hereof
(subject to adjustments described in this Warrant); provided, however, the right
hereunder to purchase such shares of Common Stock shall expire at 5:00 p.m.
Aliso Viejo, California time on December 31, 2001.

         2. This Warrant is being issued by the Company pursuant to the terms of
the Consulting Agreement dated June 7, 2001.

         3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof (except to the extent
resulting from the Holder's own circumstances, actions or omissions). The
Company covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized, and reserved for the purpose of issue or transfer upon exercise of
the rights evidenced by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will procure at its sole expense upon each such reservation of shares the
listing thereof (subject to issuance or notice of issuance) on all stock
exchanges on which the Common Stock is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or inter-dealer trading system on which the Common Stock is then
traded. The Company will not take any action which would result in any
adjustment in the number of shares of Common Stock purchasable hereunder if the
total number of shares of Common Stock issuable pursuant to the terms of this
Warrant after such action upon full exercise of this Warrant and, together with
all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Restated and Amended Articles of
Incorporation, as then amended.

         4. The Initial Exercise Price is $.10 per share of Common Stock
("Initial Exercise Price"). The Initial Exercise Price shall be adjusted as
provided for below in this Section 4 (the Initial Exercise Price, and the
Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
"Exercise Price") and the Exercise Price from time to time shall be further
adjusted as provided for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by (i) multiplying the Exercise Price

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in effect immediately prior to such adjustment by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment, and (ii)
dividing the product thereof by the Exercise Price resulting from such
adjustment. The Exercise Price shall be adjusted as follows:

                  (i) In the case of any amendment to the Company's Articles of
         Incorporation to change the designation of the Common Stock or the
         rights, privileges, restrictions or conditions in respect to the Common
         Stock or division of the Common Stock, this Warrant shall be adjusted
         so as to provide that upon exercise thereof, the Holder shall receive,
         in lieu of each share of Common Stock theretofore issuable upon such
         exercise, the kind and amount of shares, other securities, money and
         property receivable upon such designation, change or division by the
         Holder issuable upon such exercise had the exercise occurred
         immediately prior to such designation, change or division. This Warrant
         shall be deemed thereafter to provide for adjustments which shall be as
         nearly equivalent as may be practicable to the adjustments provided for
         in this Section 4. The provisions of this Subsection 4(i) shall apply
         in the same manner to successive reclassifications, changes,
         consolidations and mergers.

                  (ii) If the Company shall at any time subdivide its
         outstanding shares of Common Stock into a greater number of shares of
         Common Stock, or declare a dividend or make any other distribution upon
         the Common Stock payable in shares of Common Stock, the Exercise Price
         in effect immediately prior to such subdivision or dividend or other
         distribution shall be proportionately reduced, and conversely, in case
         the outstanding shares of Common Stock shall be combined into a smaller
         number of shares of Common Stock, the Exercise Price in effect
         immediately prior to such combination shall be proportionately
         increased.

                  (iii) If any capital reorganization or reclassification of the
         capital stock of the Company, or any consolidation or merger of the
         Company with or into another corporation or other entity, or the sale
         of all or substantially all of the Company's assets to another
         corporation or other entity shall be effected in such a way that
         holders of shares of Common Stock shall be entitled to receive stock,
         securities, other evidence of equity ownership or assets with respect
         to or in exchange for shares of Common Stock, then, as a condition of
         such reorganization, reclassification, consolidation, merger or sale
         (except as otherwise provided below in this Section 4), lawful and
         adequate provisions shall be made whereby the Holder shall thereafter
         have the right to receive upon the exercise hereof upon the basis and
         upon the terms and conditions specified herein, such shares of stock,
         securities, other evidence of equity ownership or assets as may be
         issued or payable with respect to or in exchange for a number of
         outstanding shares of such Common Stock equal to the number of shares
         of Common Stock immediately theretofore purchasable and receivable upon
         the exercise of this Warrant under this Section 4 had such
         reorganization, reclassification, consolidation, merger or sale not
         taken place, and in any such case appropriate provisions shall be made
         with respect to the rights and interests of the Holder to the end that
         the provisions hereof (including, without limitation, provisions for
         adjustments of the Exercise Price and of the number of shares of Common
         Stock receivable upon the exercise of this Warrant) shall thereafter be
         applicable, as nearly as may be, in relation to any shares of stock,
         securities, other evidence of equity ownership or assets thereafter
         deliverable upon the exercise hereof (including an immediate

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         adjustment, by reason of such consolidation or merger, of the Exercise
         Price to the value for the Common Stock reflected by the terms of such
         consolidation or merger if the value so reflected is less than the
         Exercise Price in effect immediately prior to such consolidation or
         merger). Subject to the terms of this Warrant, in the event of a merger
         or consolidation of the Company with or into another corporation or
         other entity as a result of which the number of shares of common stock
         of the surviving corporation or other entity issuable to holders of
         Common Stock, is greater or lesser than the number of shares of Common
         Stock outstanding immediately prior to such merger or consolidation,
         then the Exercise Price in effect immediately prior to such merger or
         consolidation shall be adjusted in the same manner as though there were
         a subdivision or combination of the outstanding shares of Common Stock.
         The Company shall not effect any such consolidation, merger or sale,
         unless, prior to the consummation thereof, the successor corporation
         (if other than the Company) resulting from such consolidation or merger
         or the corporation purchasing such assets shall assume by written
         instrument executed and mailed or delivered to the Holder, the
         obligation to deliver to the Holder such shares of stock, securities,
         other evidence of equity ownership or assets as, in accordance with the
         foregoing provisions, the Holder may be entitled to receive or
         otherwise acquire. If a purchase, tender or exchange offer is made to
         and accepted by the holders of more than fifty (50%) percent of the
         outstanding shares of Common Stock, the Company shall not effect any
         consolidation, merger or sale with the person having made such offer or
         with any affiliate of such person, unless prior to the consummation of
         such consolidation, merger or sale the Holder of this Warrant shall
         have been given a reasonable opportunity to then elect to receive upon
         the exercise of this Warrant the amount of stock, securities, other
         evidence of equity ownership or assets then issuable with respect to
         the number of shares of Common Stock in accordance with such offer.

                  (iv) In case the Company shall, at any time prior to exercise
         of this Warrant, consolidate or merge with any other corporation or
         other entity (where the Company is not the surviving entity) or
         transfer all or substantially all of its assets to any other
         corporation or other entity, then the Company shall, as a condition
         precedent to such transaction, cause effective provision to be made so
         that the Holder of this Warrant upon the exercise of this Warrant after
         the effective date of such transaction shall be entitled to receive the
         kind and amount of shares, evidences of indebtedness and/or other
         securities or property receivable on such transaction by a holder of
         the number of shares of Common Stock as to which this Warrant was
         exercisable immediately prior to such transaction (without giving
         effect to any restriction upon such exercise); and, in any such case,
         appropriate provision shall be made with respect to the rights and
         interest of the Holder of this Warrant to the end that the provisions
         of this Warrant shall thereafter be applicable (as nearly as may be
         practicable) with respect to any shares, evidences of indebtedness or
         other securities or assets thereafter deliverable upon exercise of this
         Warrant. Upon the occurrence of any event described in this Section
         4(iv), the holder of this Warrant shall have the right to (i) exercise
         this Warrant immediately prior to such event at an Exercise Price equal
         to lesser of (1) the then Exercise Price or (2) the price per share of
         Common Stock paid in such event, or (ii) retain ownership of this
         Warrant, in which event, appropriate provisions shall be made so that
         the Warrant shall be exercisable at the Holder's option into shares of
         stock, securities or other equity ownership of the surviving or
         acquiring entity.

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                  Whenever the Exercise Price shall be adjusted pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice
President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), and the Exercise
Price after giving effect to such adjustment, and shall cause copies of such
certificates to be mailed (by first-class mail, postage prepaid) to the Holder
of this Warrant. The Company shall make such certificate and mail it to the
Holder promptly after each adjustment.

                  No fractional shares of Common Stock shall be issued in
connection with any exercise of this Warrant, but in lieu of such fractional
shares, the Company shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Exercise Price then in
effect.

         5. In the event the Company grants rights (other than rights granted
pursuant to a shareholder rights or poison pill plan) to all shareholders to
purchase Common Stock, the Holder shall have the same rights as if this Warrant
had been exercised immediately prior to such grant.

         6. The shares of Common Stock issuable upon the exercise of this
Warrant shall be registered by the Company pursuant to a Form S-8 to be filed
with the Securities and Exchange Commission on or prior to June 22, 2001.

         7. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.

         8. The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified. The term "Common Stock" shall mean and include the
Company's Common Stock, $.001 par value per share, authorized on the date of the
original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character referred to in Section 4 hereof, the stock, securities or assets
provided for in such paragraph. The term "Company" shall also include any
successor corporation to Kanakaris Wireless by merger, consolidation or
otherwise. The term "outstanding" when used with reference to Common Stock shall
mean at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for
the account of the Company. The term "1933 Act" shall mean the Securities Act of
1933, as amended, or any successor Federal statute, and the rules and
regulations of the Securities and Exchange Commission, or any other Federal
agency then administering the 1933 Act, thereunder, all as the same shall be in
effect at the time.

         9. This Warrant is exchangeable, upon the surrender hereby by the
Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant or any such new

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Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.

         10. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a shareholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

         11. This Warrant sets forth the entire agreement of the Company and the
Holder of the Common Stock issuable upon the exercise of this Warrant with
respect to the rights of the Holder and the Common Stock issuable upon the
exercise of this Warrant, notwithstanding the knowledge of such Holder of any
other agreement or the provisions of any agreement, whether or not known to the
Holder, and the Company represents that there are no agreements inconsistent
with the terms hereof or which purport in any way to bind the Holder of this
Warrant or the Common Stock.

         12. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
California.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal and dated as of June 7,
2001.

                                        KANAKARIS WIRELESS

                                        By: /s/ Alex Kanakaris
                                            ------------------------------------
                                            Name: Alex Kanakaris
                                            Title: President and Chief Executive
                                                   Officer