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                                   EXHIBIT 4.0

                          FORM OF UNDERWRITER'S WARRANT


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No sale, offer to sell or transfer of the securities represented by this
certificate or any interest therein shall be made unless a registration
statement under the Securities Act of 1933, as amended, with respect to such
transaction is then in effect, or the issuer has received an opinion of counsel
satisfactory to it that such transfer does not require registration under that
Act.

     This Warrant will be void after 5:00 p.m. New York time on ______________,
2006 (i.e. five years from the effective date of the Registration Statement).


                              UNDERWRITER'S WARRANT

WARRANT NO. 1

                     To Subscribe for and Purchase Shares of

                       PATHFINDER BUSINESS RESOURCES, INC.

          (Transferability Restricted as Provided in Paragraph 8 Below)

                  THIS CERTIFIES THAT, for value received, _____________________
or registered assigns, is entitled to subscribe for and purchase from PATHFINDER
BUSINESS RESOURCES, INC., incorporated under the laws of the State of New York
(the "Company") up to _________ fully paid and non-assessable shares of Common
Stock (the "Shares") of the Company, as hereinafter defined, at the "Purchase
Price" and during the period hereinafter set forth, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. This Warrant
is one of an issue of the Company's Common Stock Purchase Warrants (herein
called the "Warrants"), identical in all respects except as to the names of the
holders thereof and the number of Shares purchasable thereunder, representing on
the original issue thereof rights to purchase up to _______ Shares.

         1.       As used herein:

                  (a) "Common Stock" or "Common Shares" shall initially refer to
the Company's Common Stock, $.001 par value, per share as more fully set forth
in Section 5 hereof.

                  (b) "Purchase Price" shall be $3.75 per share (150% of the
public offering price per share) which is subject to adjustment pursuant to
Section 4 hereof.

                  (c) "Underwriter" or "Underwriter" shall refer to Creative
Capital Management Corp.

                  (d) "Underwriting Agreement" shall refer to the Underwriting
Agreement dated as of ________________________, 2001 between the Company and the
Underwriter.

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                  (e) "Warrants" or "Underwriter's Warrants"shall refer to
Warrants to purchase an aggregate of up to _____ Shares issued to the
Underwriter or its designees by the Company pursuant to the Underwriting
Agreement, as such may be adjusted from time to time pursuant to the terms of
Section 4 and including any Warrants represented by any certificate issued from
time to time in connection with the transfer, partial exercise, exchange of any
Warrants or in connection with a lost, stolen, mutilated or destroyed Warrant
certificate, if any, or to reflect an adjusted number of Shares.

                  (f) "Underlying Securities" shall refer to and include the
Common Shares issuable or issued upon exercise of the Underwriter's Warrants.

                  (g) "Holders" shall mean the registered holder of such
Underwriter's Warrants or any issued Underlying Securities.

                  (h) "Effective Date" shall refer to the effective date of the
Form SB-2 Registration Statement File No. 333-46544 with the Securities and
Exchange Commission.

                  (i) "Transfer Agent shall mean Continental Stock Transfer &
Trust Co.

         2. The purchase rights represented by this Warrant may be exercised by
the holder hereof, in whole or in part at any time, and from time to time,
during the period commencing on the Effective Date until ___________, 2006
(the "Expiration Date"), by the presentation of this Warrant, with the purchase
form attached duly executed, at the Company's office (or such office or agency
of the Company as it may designate in writing to the Holder hereof by notice
pursuant to Section 14 hereof), and upon payment by the Holder to the Company in
cash, or by certified check or bank draft of the Purchase Price for such Shares
of Common Stock. The Company agrees that the Holder hereof shall be deemed the
record owner of such Underlying Securities as of the close of business on the
date on which this Warrant together with payment of the exercise price shall
have been presented to the Company. Certificates for the Underlying Securities
so purchased shall be delivered to the Holder hereof by the Transfer Agent
within a reasonable time, not exceeding five (5) days, after the rights
represented by this Warrant shall have been so exercised. If this Warrant shall
be exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, deliver a new Underwriter's Warrant evidencing the rights of the
Holder hereof to purchase the balance of the Shares which such Holder is
entitled to purchase hereunder. Exercise in full of the rights represented by
this Warrant shall not extinguish the rights granted under Section 9 hereof.

         3. Subject to the provisions of Section 8 hereof, (i) this Warrant is
exchangeable at the option of the Holder at the aforesaid office of the Company
for other Underwriter's Warrants of different denominations entitling the Holder
thereof to purchase in the aggregate the same number of Shares of Common Stock
as are purchasable hereunder; and (ii) this Warrant may be divided or combined
with other Underwriter's Warrants which carry the same rights, in either case,
upon presentation hereof at the aforesaid office of the Company together with a
written notice, signed by the Holder hereof, specifying the names and
denominations in which new Underwriter's Warrants are to be issued, and the
payment of any transfer tax due in connection therewith.

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         4. Subject and pursuant to the provisions of this Section 4, the
Purchase Price and number of Common Shares subject to this Warrant shall be
subject to adjustment from time to time as set forth hereinafter.

                  (A) If the Company shall, at any time, subdivide its
outstanding Common Shares by recapitalization, reclassification, split up
thereof, or other such issuance without additional consideration, the
appropriate Purchase Price immediately prior to such subdivision shall be
proportionately decreased, and if the Company shall at any time combine the
outstanding Common Shares by recapitalization, reclassification or combination
thereof, the Purchase Price immediately prior to such combination shall be
proportionately increased. Any such adjustment to the Purchase Price or the
corresponding adjustment to the Purchase Price shall become effective at the
close of business on the record date for such subdivision or combination. No
adjustment to the Purchase Price and the number of shares issuable upon exercise
of this Warrant shall be required if such adjustment provides the holders of
this Warrant with disproportionate rights, privileges and economic benefits
which are not provided to the public shareholders.

                  (B) In the event that prior to the Underwriter's Warrant's
expiration date the Company adopts a resolution to merge, consolidate, or sell
percentages in all of its assets, each Warrant holder upon the exercise of his
Underwriter's Warrant will be entitled to receive the same treatment as a holder
of any other share of Common Stock. In the event the Company adopts a resolution
for the liquidation, dissolution, or winding up of the Company's business, the
Company will give written notice of such adoption of a resolution to the
registered holders of the Underwriter's Warrants. Thereupon all liquidation and
dissolution rights under this Warrant will terminate at the end of thirty (30)
days from the date of the notice to the extent not exercised within those thirty
(30) days.

                  (C) If any capital reorganization or reclassification of the
capital stock of the Company or consolidation or merger of the Company with
another corporation, shall be effected in such a way that holders of Common
Stock shall be entitled to receive stock, securities, cash or assets with
respect to or in exchange for Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Company or
such successor or purchasing corporation, as the case may be, shall be obligated
to provide for and notify each registered holder of the Underwriter's Warrant
that such holder shall have the right thereafter and until the expiration date
to exercise such Warrant for the kind and amount of stock, securities, cash or
assets receivable upon such reorganization, reclassification, consolidation,
merger or sale by a holder of the number of shares of Common Stock for the
purchase of which such Warrant might have been exercised immediately prior to
such reorganization, reclassification, consolidation, merger or sale, subject to
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 4.

                  (D) In case at any time the Company shall declare a dividend
or make any other distribution upon any stock of the Company payable in Common
Stock, then such Common Stock issuable in payment of such dividend or
distribution shall be deemed to have been issued or sold without consideration.

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                  (E) Upon any adjustment of the appropriate respective Purchase
Price as hereinabove provided, the number of Common Shares issuable upon
exercise of each class of Warrant shall be changed to the number of shares
determined by dividing (i) the aggregate Purchase Price payable for the purchase
of all shares issuable upon exercise of that class of Warrant immediately prior
to such adjustment by (ii) the appropriate Purchase Price per share in effect
immediately after such adjustment.

                  (F) No adjustment in the Purchase Price shall be required
under Section 4 hereof unless such adjustment would require an increase or
decrease in such price of at least 1% provided, however, that any adjustments
which by reason of the foregoing are not required at the time to be made shall
be carried forward and taken into account and included in determining the amount
of any subsequent adjustment, and provided further, however, that in case the
Company shall at any time subdivide or combine the outstanding Common Shares as
a dividend, said amount of 1% per share shall forthwith be proportionately
increased in the case of a combination or decreased in the case of a subdivision
or stock dividend so as to appropriately reflect the same.

                  (G) On the effective date of any new Purchase Price the number
of shares as to which this Warrant may be exercised shall be increased or
decreased so that the total sum payable to the Company on the exercise of this
Warrant shall remain constant.

                  (H) The form of Underwriter's Warrant need not be changed
because of any change pursuant to this Article, and Underwriter's Warrants
issued after such change may state the Purchase Price and the same number of
shares as is stated in the Underwriter's Warrants initially issued pursuant to
this Warrant. However, the Company may at any time in its sole discretion (which
shall be conclusive) make any change in the form of Underwriter's Warrant that
the Company may deem appropriate and that does not affect the substance thereof,
and any Underwriter's Warrant thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant or otherwise, may be in the
form as so changed.

         5. For the purposes of this Warrant, the terms "Common Shares" or
"Common Stock" shall mean (i) the class of stock designated as the Common Stock,
$.001 par value, of the Company on the date set forth on the first page hereof
or (ii) any other class of stock resulting from successive changes or
re-classifications of such Common Stock consisting solely of changes in par
value, or from no par value to par value, or from par value to no par value. If
at any time, as a result of an adjustment made pursuant to Section 4, the
securities or other property obtainable upon exercise of this Warrant shall
include shares or other securities of the Company other than Common Shares or
securities of another corporation or other property, thereafter, the number of
such other shares or other securities or property so obtainable 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 Shares contained in
Section 4 and all other provisions of this Warrant with respect to Common Shares
shall apply on like terms to any such other shares or other securities or
property. Subject to the foregoing, and unless the context requires otherwise,
all references herein to Common Shares shall, in the event of an adjustment
pursuant to Section 4, be deemed to refer also to any other securities or
property then obtainable as a result of such adjustments.

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         6.       The Company covenants and agrees that:

                  (a) During the period within which the rights represented by
the Underwriter's Warrant may be exercised, the Company shall, at all times,
reserve and keep available out of its authorized capital stock, solely for the
purposes of issuance upon exercise of this Warrant, such number of its Common
Shares as shall be issuable upon the exercise of this Warrant and at its expense
will obtain the listing thereof on all national securities exchanges on which
the Common Shares are then listed; and if at any time the number of authorized
Common Shares shall not be sufficient to effect the exercise of this Warrant,
the Company will take such corporate action as may be necessary to increase its
authorized but unissued Common Shares to such number of shares as shall be
sufficient for such purpose; the Company shall have analogous obligations with
respect to any other securities or property issuable upon exercise of this
Warrant.

                  (b) All Common Shares which may be issued upon exercise of the
rights represented by this Warrant will, upon issuance be validly issued, fully
paid, nonassessable and free from all taxes, liens and charges with respect to
the issuance thereof.

                  (c) All original issue taxes payable in respect of the
issuance of Common Shares upon the exercise of the rights represented by this
Warrant shall be borne by the Company but in no event shall the Company be
responsible or liable for income taxes or transfer taxes upon the transfer of
any Underwriter's Warrants.

         7. Until exercised, this Warrant shall not entitle the Holder hereof to
any voting rights or other rights as a shareholder of the Company, except that
the Holder of this Warrant shall be deemed to be a shareholder of this Company
for the purpose of bringing suit on the ground that the issuance of shares of
stock of the Company is improper under the New York Corporation Law.

         8. This Warrant and the Underlying Securities shall not be sold,
transferred, assigned or hypothecated for a period of twelve (12) months from
the Effective Date, except to officers or partners of the Underwriter, and/or
selected dealers who participated in such offering, or the officers or partners
of the underwriter and/or selected dealers. In no event shall this Warrant and
the Underlying Securities be sold, transferred, assigned or hypothecated except
in conformity with the applicable provisions of the Securities Act of 1933, as
then in force (the "Act"), or any similar Federal statute then in force, and all
applicable "Blue Sky" laws.

         9. The Holder of this Warrant, by acceptance hereof, agrees that, prior
to the disposition of this Warrant or of any Underlying Securities theretofore
purchased upon the exercise hereof, under circumstances that might require
registration of such securities under the Act, or any similar federal statute
then in force, such Holder will give written notice to the Company expressing
such Holder's intention of effecting such disposition, and describing briefly
such Holder's intention as to the disposition to be made of this Warrant and/or
the Underlying Securities theretofore issued upon exercise hereof. Promptly upon
receiving such notice, the Company shall present copies thereof to its counsel
and the provisions of the following subdivisions shall apply:

                  (a) If, in the opinion of such counsel, the proposed
disposition does not require registration under the Act, or any similar federal
statute then in force, of this Warrant and/or the


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securities issuable or issued upon the exercise of this Warrant, the Company
shall, as promptly as practicable, notify the Holder hereof of such opinion,
whereupon such holder shall be entitled to dispose of this Warrant and/or such
Underlying Securities theretofore issued upon the exercise hereof, all in
accordance with the terms of the notice delivered by such Holder to the Company.

                  (b) If, in the opinion of such counsel, such proposed
disposition requires such registration under the Act, or similar federal statute
then in effect, of this Warrant and/or the Underlying Securities issuable or
issued upon the exercise of this Warrant, the Company shall promptly give
written notice of such opinion to the Holder hereof and to the then holders of
the securities theretofore issued upon the exercise of this Warrant at the
respective addresses thereof shown on the books of the Company. The registration
rights, if any, contained in the Underwriting Agreement are incorporated by
reference as if set forth in their entirety herein.

         10. The Company agrees to indemnify and hold harmless the holder of
this Warrant, or of securities issuable or issued upon the exercise hereof, from
and against any claims and liabilities caused by any untrue statement of a
material fact, or omission to state a material fact required to be stated, in
any such registration statement or prospectus except insofar as such claims or
liabilities are caused by any such untrue statement or omission based on
information furnished in writing to the Company by such holder, or by any other
such holder affiliated with the holder who seeks indemnification, as to which
the holder hereof, by acceptance hereof, agrees to indemnify and hold harmless
the Company.

         11. If this Warrant, or any of the securities issuable pursuant hereto,
require qualification or registration with, or approval of, any governmental
official or authority (other than registration under the Act, or any similar
federal statute at the time in force), before such securities may be issued on
the exercise hereof, the Company, at its expense, will take all requisite action
in connection with such qualification, and will use its best efforts to cause
such securities and/or this Warrant to be duly registered or approved, as may be
required.

         12. This Warrant is exchangeable, upon its surrender by the registered
holder at such office or agency of the Company as may be designated by the
Company, for new Underwriter's Warrants of like tenor, representing, in the
aggregate, the right to subscribe for and purchase the number of Common Shares
that may be subscribed for and purchased hereunder, each of such new
Underwriter's Warrants to represent the right to subscribe for and purchase such
number of Common Shares as shall be designated by the registered 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, and, in the case of
any such loss, theft or destruction, upon delivery of a bond of indemnity
satisfactory to the Company, or in the case of such mutilation, upon surrender
or cancellation of this Warrant, the Company will issue to the registered holder
a new Underwriter's Warrant of like tenor, in lieu of this Warrant, representing
the right to subscribe for and purchase the number of Common Shares that may be
subscribed for and purchased hereunder. Nothing herein is intended to authorize
the transfer of this Warrant except as permitted under Paragraph 8.

         13. Every holder hereof, by accepting the same, agrees with any
subsequent holder hereof and with the Company that this Warrant and all rights
hereunder are issued and shall be held subject to all of the terms, conditions,
limitations and provisions set forth in this Warrant, and



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further agrees that the Company and its transfer agent may deem and treat the
registered holder of this Warrant as the absolute owner hereof for all purposes
and shall not be affected by any notice to the contrary.

         14. All notices required hereunder shall be given by first-class mail,
postage prepaid; if given by the holder hereof, addressed to the Company at 33
Eleventh Avenue Huntington Station, New York 11746 or such other address as the
Company may designate in writing to the holder hereof; and if given by the
Company, addressed to the holder at the address of the holder shown on the books
of the Company. The validity, construction and enforcement of this Warrant shall
be governed by the laws of the State of New York and jurisdiction is hereby
vested in the Courts of said State in the event of the institution of any legal
action under this Warrant.

         IN WITNESS WHEREOF, PATHFINDER BUSINESS RESOURCES, INC. has caused this
Warrant to be signed by its duly authorized officers under its corporate seal,
to be dated as of _____________, 2001.

                                            PATHFINDER BUSINESS
(Corporate Seal)                            RESOURCES, INC.


                                            By: ___________________________

                                            Nicholas J. Seccafico, Jr.
                                            President
Attest:


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                                  PURCHASE FORM
                                 To Be Executed
                            Upon Exercise of Warrant

The undersigned hereby exercises the right to purchase _________ Common Shares
evidenced by the within Warrant, according to the terms and conditions thereof,
and herewith makes payment of the purchase price in full. The undersigned
requests that certificates for such shares shall be issued in the name set forth
below.

Dated:                 , 200_

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                                                          Signature


                                             -----------------------------------
                                                   Print Name of Signatory

                                             Name to whom certificates are to
                                             be issued if different from above


                                             Address:
                                                     ---------------------------


                                             -----------------------------------
                                             Social Security No. or other
                                             identifying number ________________

         If said number of shares shall not be all the shares purchasable under
the within Warrant, the undersigned requests that a new Warrant for the
unexercised portion shall be registered in the name of :

                                             -----------------------------------
                                                       (Please Print)

                                                 Address:
                                                         -----------------------

                                             -----------------------------------
                                             Social Security No. or other
                                             identifying number: ______________


                                             -----------------------------------
                                                           Signature

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                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED                                   , hereby
sells assigns and transfers to                      , Soc. Sec. No.
[    ] the within Warrant, together with all rights, title and interest therein,
and does hereby irrevocably constitute and appoint ________________ attorney
to transfer such Warrant on the register of the within named Company, with full
power of substitution.

                                                --------------------------------
                                                           Signature

Dated:                    , 200_

Signature Guaranteed:


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