Exhibit 3.7


                    Void after 4:00 P.M. Easter Standard Time
                        [Five years after date of issue]
                   Warrant to Purchase Shares of Common Stock

THIS   WARRANT  AND  THE  SHARES  OF  COMMON  STOCK   UNDERLYING   THIS  WARRANT
(collectively,  the  "SECURITIES")  HAVE NOT BEEN  REGISTERED  UNDER THE  UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (the "ACT").  THE SECURITIES HAVE BEEN
ACQUIRED FOR  INVESTMENT AND MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR
ASSIGNED  IN  THE  ABSENCE  OF  AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR  THE
SECURITIES  UNDER THE ACT; OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO
COUNSEL TO THE COMPANY (as defined  below)  THAT  REGISTRATION  IS NOT  REQUIRED
UNDER SAID ACT; OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

                      ------------------------------------

                        WARRANTS TO PURCHASE COMMON STOCK

                                       OF

                              NESCO INDUSTRIES, INC

                             A Delaware Corporation

     This is to certify that, FOR VALUE RECEIVED,  __________________ or assigns
("Holder"), is entitled to purchase,  subject to the provisions of this Warrant,
from   NESCO    Industries,    Inc.,   a   Nevada    Corporation    ("Company"),
----------------_________   (---------)   fully   paid,   validly   issued   and
non-assessable  shares of Common Stock $.001 par value, of the Company  ("Common
Stock")  through  and  including  March----  2009,  but not later than 4:00 P.M.
Eastern Standard Time, ("Exercise Period") at an initial exercise price equal to
_________________  ($___) per share.  The number of Shares of Common Stock to be
received  upon the  exercise  of this  Warrant and the price to be paid for each
share of Common  Stock may be  adjusted  from  time to time as  hereinafter  set
forth.  The  Shares of Common  Stock  deliverable  upon  such  exercise,  and as
adjusted from time, are hereinafter  sometimes  referred to as "Warrant  Shares"
and the  exercise  price of a share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the "Exercise
Price".


     (a) Exercise of Warrant.  This Warrant may be exercised in whole or in part
at any time  commencing  after the date of this  Warrant and during the Exercise
Period,  the Holder shall have the right to exercise  this Warrant into the kind
and  amount  of  shares  of Common  Stock  and  other  securities  and  property
(including  cash) receivable by a holder of the number of shares of Common Stock
into which this Warrant might have been exercisable  immediately  prior thereto.

<PAGE>

This Warrant, subject to the provisions hereof, may be exercised by presentation
and surrender hereof to the company at its principle office, or at the office of
its stock  transfer  agent,  if any, with the Purchase form annexed  hereto duly
executed  and  accompanied  by payment of the  Exercise  Price for the number of
Warrant Shares  specified in such form. As soon as  practicable  after each such
exercise of the Warrant,  but no later than seven (7) days from the date of such
exercise,  the Company  shall issue and deliver to the Holder a  certificate  or
certificates  for the Warrant Shares issuable upon such exercise,  registered in
the name of the Holder or its designee.  If this warrant  should be exercised in
part only, the Company shall,  upon surrender of this Warrant for  cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable thereunder.  Upon receipt
by the Company of this Warrant at its office,  or by the stock transfer agent of
the  Company at its office,  in proper  form for  exercise  and  accompanied  by
payment of the  Exercise  Price,  the holder shall be deemed to be the holder of
record  of  the   shares  of  Common   Stock   issuable   upon  such   exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
than be physically delivered to the Holder.

     (b)  Reservation  of Shares.  The  Company  shall at all times  reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrant.

     (c)  Fractional  Shares.  No  fractional  shares  or  script   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by---------------------- ______($------).

     (d)  Exchange,  Transfer,  Assignment  or loss of  Warrant.  Subject to the
legend first appearing above, this Warrant is exchangeable  without expense,  at
the option of the Holder,  upon presentation and surrender hereof to the Company
or at the office of its stock  transfer  agent,  if any,  for other  warrants of
different  denominations  entitling  the  Holder  thereof  to  purchase  in  the
aggregate  the same  number of shares of  common  stock  purchasable  hereunder.
Subject to the legend first appearing  above,  upon surrender of this Warrant to
the  Company  at its  principle  office or at the  office of its stock  transfer
agent,  if any, with the Assignment  Form annexed hereto duly executed and funds
sufficient to pay a transfer tax, the Company shall,  without charge execute and
deliver a new Warrant in the name of the assignee  named in such  instrument  of
assignment  and this Warrant shall  promptly be  cancelled.  This Warrant may be
divided or  combined  with  other  Warrants  which  carry the same  rights  upon
presentation  hereof at this principle office of the company or at the office of

<PAGE>

its stock transfer agent, if any,  together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder  hereof.  The term  "Warrant" as used herein  includes any Warrants  into
which this Warrant maybe  divided or  exchanged.  Upon receipt by the Company of
evidence  satisfactory to it of the loss,  theft or destruction or mutilation of
the this Warrant and (in the case of loss,  theft or  destruction) of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like  tenor  and  date.  Any such  new  Warrant  executed  and  delivered  shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether or not this Warrant is lost, stolen,  destroyed or mutilated shall be at
anytime enforceable by anyone.

     (e) Rights of the  Holder.  The  Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed  in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (f) Anti-Dilution  Provisions.  The Exercise Price is in effect at any time
and the number  and kind of  securities  purchasable  upon the  exercise  of the
Warrants shall be subject to adjustment  from time to time upon the happening of
certain events as follows:

     (1) In case the Company shall (i) declare a dividend or make a distribution
on its  outstanding  shares of Common  Stock in  shares  of Common  Stock,  (ii)
subdivide or re-classify its  outstanding  shares of Common Stock into a greater
number of shares or (iii) combine or reclassify its outstanding  share of Common
Stock into a smaller number of shares,  the Exercise Price in effect at the time
of the record date for such dividend or distribution or of the effective date of
such subdivision,  combination or reclassification  shall be adjusted so that it
shall  equal  the  price  determined  by  multiplying  the  Exercise  Price by a
fraction, the denominator of which shall be the number of shares of Common Stock
outstanding after giving effect to such action, and the numerator of which shall
be made successively whenever any event listed above shall occur.


     (2) Whenever the Exercise  Price  payable upon  exercise of each Warrant is
adjusted pursuant to Subsection (1) above, the number of shares purchasable upon
exercise of this Warrant shall  simultaneously  be adjusted by  multiplying  the
number of  shares  initially  issuable  upon  exercise  of this  Warrant  by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by Exercise  Price,  as adjusted.  Whenever the Exercise  Price is adjusted,  as
herein  provided,  the Company shall  promptly  cause a notice setting forth the
adjusted Exercise Price and adjusted number of the shares issuable upon exercise
of each Warrant to be mailed to the Holders,  at their last address appearing in
the Warrant  Register,  and shall cause a certified copy thereof to be mailed to
its  transfer  agent,  if any.  The  Company  may  retain a firm of  independent
certified public accountants  selected by the Board of Directors (who may be the
regular accountants employed by the Company) to make any computation required by
this  Section  (f), and a  certificate  signed by such firm shall be  conclusive
evidence of the correctness of such adjustment.
<PAGE>

     (3) In the  event  that at any  time,  as a result  of an  adjustment  made
pursuant to Subsection (1) above,  the Holder of this Warrant  thereafter  shall
become  entitled to receive any shares of the Company,  other than Common Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsection (1) above.

     (4)  Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant,  Warrants  theretofore
or thereafter  issued may continue to express the same price and number and kind
of shares as are stated in the similar Warrants  initially  issuable pursuant to
this agreement.

     (g) Officer's Certificate. Whenever the Exercise Price shall be adjusted as
required by the  provisions of Section (f), the Company shall  forthwith file in
the custody of its Secretary or an Assistant  Secretary at its principal  office
and with its stock transfer agent, if any, an officer's  certificate showing the
adjusted  Exercise  Price  determined  as  herein  provided,  setting  forth  in
reasonable detail the facts requiring such adjustment,  including a statement of
the number of additional shares of Common Stock, if any, and such other facts as
shall  be  necessary  to show  the  reason  for and the  manner  computing  such
adjustment.  Each such  officer's  certificate  shall be made  available  at all
reasonable  times  for  inspection  by the  holder  or any  holder  of a Warrant
executed and delivered  pursuant to Section (a) and the Company shall  forthwith
after each such adjustment, mail a copy by certified mail of such certificate to
the holder or any such holder.

     (h)  Notices  to  Warrant  Holders.  So  long  as  this  Warrant  shall  be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the  Common  Stock or (ii) if the  Company  shall  offer to the  holders of
Common Stock for  subscription or purchase by them any share of any class or any
other   rights  or  (iii)  if  the  capital   reorganization   of  the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another  corporation,  sale of all or substantially all
of the property and assets of the Company to another corporation or voluntary or
involuntary  dissolution,  liquidation  or  winding up of the  Company  shall be
effected,  then in any case,  the Company  shall cause to be mailed by certified
mail to the Holder, at least ten (10) days prior to the date specified in (x) or
(y) below,  as the case may be, a notice  containing a brief  description of the
proposed  action and  stating  the date on which (x) a record is to be taken for
the   purpose  of  such   dividend,   distribution   or  rights,   or  (y)  such
reclassification,  reorganization,  consolidation,  merger,  sale,  dissolution,
liquidation  or winding up is to take place and date, if any is to be fixed,  as
of which the Holders of the Common Stock or other  securities shall receive cash
or  other  property  deliverable  upon  such  reclassification,  reorganization,
consolidation,  merger,  conveyance,  dissolution,  liquidation  or winding  up.
Notwithstanding  the above, the failure to give such notice shall not affect the
validity of any transaction for which the notice was required to be given.
<PAGE>

     (i)   Reclassification,   Reorganization   or   Merger.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or in which merger the Company is the  continuing  corporation  and
which does not result in any reclassification,  capital  reorganization or other
change of outstanding shares of Common Stock of the class issuable upon exercise
of this Warrant or in case of any sale to another corporation of the property of
the Company as an entirety,  the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder shall have
the  right  thereafter  by  exercising  this  Warrant  at any time  prior to the
expiration  of the  Warrant,  to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, capital
reorganization  and  other  change,  consolidation,  merger  or  sale.  Any such
provision shall include provision for adjustments  provided for in this Warrant.
The foregoing provisions of this Section (i) shall similarly apply to successive
reclassification,  capital  reorganizations and changes of shares of Common Sock
and to  successive  consolidations,  mergers  or  sales.  In the  event  that in
connection with any such capital  reorganization or shares of Common Stock shall
be issued in exchange, conversion, substitution or payment, in whole or in part,
for  security of the Company  other than Common  Stock,  any such issue shall be
treated as an issue of Common Stock covered by the  provisions of Subsection (1)
of Section (f) hereof.

     (j) Notices. All notices, requests,  consents or other communications shall
be in  writing  and shall be deemed  to have been duly made when  delivered,  or
mailed by certified mail, return receipt requested:

     (a) If to a registered Holder of the Warrant, to the address of such Holder
as shown on the books of the Company; or

     (b) If to the Company,  to  _-------------------------------------  or such
other address as delivered to Holder.

     IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed and
attested by the Undersigned, each being duly authorized, as of the date below.


  NESCO INDUSTRIES, INC.
  a Nevada Corporation


  By: _______________________

       Chief Executive Officer


  DATED as of
<PAGE>

                                  PURCHASE FORM



                                          DATED:                      ,20


     The undersigned hereby irrevocable elects to exercise the within Warrant to
the  extent of  purchasing  _______________________Shares  of  Common  Stock and
hereby  makes a payment  of  $________________________in  payment  of the actual
exercise price thereof.


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                     INSTRUCTIONS FOR REGISTRATION OF STOCK


         NAME: _________________________________________________________
                  (Please typewrite or print in block letters)

  ADDRESS: ______________________________________________________
  SIGNATURE:


                                 ASSIGNMENT FORM

  FOR VALUE RECEIVED,___________________________________
  Hereby sells, assigns and transfers unto

  NAME: _________________________________________________________
            (Please typewrite or print in block letters)

  ADDRESS: _______________________________________________________

the right to purchase Common Stock  represented by this Warrant to the extent of
______________________shares  as to which  such  right is  exercisable  and does
hereby irrevocably constitute and appoint __________________________,  Attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.


  DATE:_____________________________, 20___

  SIGNATURE:________________________________