EXHIBIT 4.1

THE WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE OF THIS  WARRANT  (THE
"SECURITIES")  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933 (THE
"SECURITIES  ACT") OR UNDER ANY STATE  SECURITIES  OR BLUE SKY LAWS  ("BLUE  SKY
LAWS").  NO  TRANSFER,   SALE,  ASSIGNMENT,   PLEDGE,   HYPOTHECATION  OR  OTHER
DISPOSITION  OF THIS WARRANT OR THE  SECURITIES  OR ANY INTEREST  THEREIN MAY BE
MADE  EXCEPT (A)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND ANY  APPLICABLE  BLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN
FURNISHED  WITH BOTH AN OPINION OF COUNSEL  FOR THE  HOLDER,  WHICH  OPINION AND
COUNSEL SHALL BE REASONABLY  SATISFACTORY TO THE COMPANY,  TO THE EFFECT THAT NO
REGISTRATION  IS  REQUIRED  BECAUSE OF THE  AVAILABILITY  OF AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT AND  APPLICABLE  BLUE  SKY  LAWS,  AND
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT,  PLEDGE,  HYPOTHECATION OR OTHER
DISPOSITION  WILL BE MADE ONLY IN  COMPLIANCE  WITH THE  CONDITIONS  OF ANY SUCH
REGISTRATION OR EXEMPTION.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                       OF EL CAPITAN PRECIOUS METALS, INC.

WARRANT NO. B-__                                          Minneapolis, Minnesota
                                                               November 18, 2004

         This certifies that, for value received,  ____________________,  or its
successors  or  assigns  ("Holder")  is  entitled  to  purchase  from El Capitan
Precious  Metals,  Inc.  (the  "Company")  _____________________________________
fully paid and  nonassessable  shares (the  "Shares")  of the  Company's  Common
Stock,  $.001 par value (the  "Common  Stock") at any time and from time to time
from the date hereof until  November 18, 2009, at an exercise price of $0.85 per
share (the "Exercise Price"), subject to adjustment as herein provided.

         This  Warrant  is  subject  to  the  following  provisions,  terms  and
conditions:

         1. Exercise of Warrant.

            (a) Exercise for Cash. The rights represented by this Warrant may be
exercised by the Holder, in whole or in part (but not as to a fractional share
of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Scottsdale, Arizona, or such
other office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid. Certificates for the Shares of Common
Stock so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) 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, if any, with respect to which this Warrant
shall not then have been exercised shall also be delivered to the Holder within
such time. The Company may require that any such new Warrant or any certificate
for Shares purchased upon the exercise hereof bear a legend substantially
similar to that which is contained on the face of this Warrant.

            (b) Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair

<PAGE>

Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value
of one share of Common Stock. A notice of "cashless exercise" shall state the
number of Shares as to which the Warrant is being exercised. "Fair Market Value"
for purposes of this Section (b) shall mean the average of the Common Stock
closing prices reported by the principal exchange on which the Common Stock is
traded, or the last sale prices as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq") National Market,
SmallCap Market, or Bulletin Board, as the case may be, for the ten (10)
business days immediately preceding the Exercise Date or, in the event no public
market shall exist for the Common Stock at the time of such cashless exercise,
Fair Market Value shall mean the fair market value of the Common Stock as the
same shall be determined in the good faith discretion of the Board of Directors,
after full consideration of all factors then deemed relevant by such Board in
establishing such value, including by way of illustration and not limitation,
the per share purchase price of Common Stock or per security convertible into
one share of Common Stock of the most recent sale of shares of Common Stock or
securities convertible into Common Stock by the Company after the date hereof
all as evidenced by the vote of a majority of the directors then in office.

         2. Transferability  of  this  Warrant.  This Warrant is issued upon the
following  terms,  to which each  Holder  consents  and  agrees:

            (a) Until this Warrant is transferred on the books of the Company,
the Company will treat the Holder of this Warrant registered as such on the
books of the Company as the absolute owner hereof for all purposes without being
affected by any notice to the contrary.

            (b) This Warrant may not be exercised, and this Warrant and the
Shares underlying this Warrant shall not be transferable, except in compliance
with all applicable state and federal securities laws, regulations and orders,
and with all other applicable laws, regulations and orders.

            (c) Prior to making any disposition of this Warrant or of any of the
Shares underlying this Warrant, the Holder will give written notice to the
Company describing the manner of any such proposed disposition. The Warrant may
not be transferred, and the Shares may not be transferred, without the Holder
obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended ("Securities
Act"), and applicable Blue Sky laws. By accepting this Warrant, the Holder
agrees to act in accordance with any conditions reasonably imposed on such
transfer by such opinion of counsel.

            (d) Neither this issuance of this Warrant nor the issuance of the
Shares underlying this Warrant have been registered under the Securities Act.

         3. Certain Covenants of the Company. The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof, except
those that may be created by or imposed upon the Holder or its property, and
without limiting the generality of the foregoing, the Company covenants and
agrees that it will from time to time take all such actions as may be requisite

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<PAGE>

to assure that the par value per share of the Common Stock is at all times equal
to or less than the effective purchase price per share of the Common Stock
issuable pursuant to this Warrant. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant. 4. Adjustment of Exercise Price and Number of Shares. The Exercise
Price and number of Shares are subject to the following adjustments:

            (a) Adjustment of Exercise Price for Stock Dividend, Stock Split or
Stock Combination. In the event that (i) any dividends on any class of stock of
the Company payable in Common Stock or securities convertible into or
exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the
Company, (ii) the Company shall subdivide its then outstanding shares of Common
Stock into a greater number of shares, or (iii) the Company shall combine its
outstanding shares of Common Stock, by reclassification or otherwise, then, in
any such event, the Exercise Price in effect immediately prior to such event
shall (until adjusted again pursuant hereto) be adjusted immediately after such
event to a price (calculated to the nearest full cent) determined by dividing
(a) the number of shares of Common Stock outstanding immediately prior to such
event, multiplied by the then existing Exercise Price, by (b) the total number
of shares of Common Stock outstanding immediately after such event, and the
resulting quotient shall be the adjusted Exercise Price per share. No adjustment
of the Exercise Price shall be made if the amount of such adjustment shall be
less than $.05 per share, but in such case any adjustment that would otherwise
be required then to be made shall be carried forward and shall be made at the
time and together with the next subsequent adjustment which, together with any
adjustment or adjustments so carried forward, shall amount to not less than $.05
per share.

            (b) Adjustment of Number of Shares Purchasable on Exercise of
Warrants. Upon each adjustment of the Exercise Price pursuant to this Section,
the Holder shall thereafter (until another such adjustment) be entitled to
purchase at the adjusted Exercise Price the number of shares, calculated to the
nearest full share, obtained by multiplying the number of shares specified in
such Warrant (as adjusted as a result of all adjustments in the Exercise Price
in effect prior to such adjustment) by the Exercise Price in effect prior to
such adjustment and dividing the product so obtained by the adjusted Exercise
Price.

            (c) Notice as to Adjustment. Upon any adjustment of the Exercise
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of the Warrant, then, and in each such case, the
Company within thirty (30) days thereafter shall give written notice thereof, by
first class mail, postage prepaid, addressed to each Holder as shown on the
books of the Company, which notice shall state the adjusted Exercise Price and
the increased or decreased number of shares purchasable upon the exercise of the
Warrants, and shall set forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.

            (d) Effect of Reorganization, Reclassification, Merger, etc. If at
any time while any Warrant is outstanding there should be any capital
reorganization of the capital stock of the Company (other than the issuance of
any shares of Common Stock in subdivision of outstanding shares of Common Stock
by reclassification or otherwise and other than a combination of shares provided
for in Section 4(a) hereof), or any consolidation or merger of the Company with
another corporation, or any sale, conveyance, lease or other transfer by the

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<PAGE>

Company of all or substantially all of its property to any other corporation,
which is effected in such a manner that the holders of Common Stock shall be
entitled to receive cash, stock, securities, or assets with respect to or in
exchange for Common Stock, then, as a part of such transaction, lawful provision
shall be made so that each Holder shall have the right thereafter to receive,
upon the exercise hereof, the number of shares of stock or other securities or
property of the Company, or of the successor corporation resulting from such
consolidation or merger, or of the corporation to which the property of the
Company has been sold, conveyed, leased or otherwise transferred, as the case
may be, which the Holder would have been entitled to receive upon such capital
reorganization, reclassification of capital stock, consolidation, merger, sale,
conveyance, lease or other transfer, if such Warrant had been exercised
immediately prior to such capital reorganization, reclassification of capital
stock, consolidation, merger, sale, conveyance, lease or other transfer. In any
such case, appropriate adjustments (as determined by the Board of Directors of
the Company) shall be made in the application of the provisions set forth in
this Warrant (including the adjustment of the Exercise Price and the number of
Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger. The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

         5. No  Rights  as  Stockholders.  This Warrant  shall  not entitle  the
Holder  as  such to any voting  rights or other  rights as a stockholder of  the
Company.

         6. Piggyback Registration  Rights. If at any time prior to November 18,
2009, the Company shall propose to file any  registration  statement (other than
any  registration  on Form S-4,  S-8 or any other  similarly inappropriate form,
or any successor forms thereto) (the  "Registration  Statement") under the  1933
Act  covering a public  offering of the  Company's  Common Stock, it will notify
the  Holder hereof at  least thirty (30) days prior to each such filing and will
use its best  efforts  to  include in the  Registration  Statement  (to the
extent  permitted  by  applicable  regulation),  the Common  Stock  purchased or
purchasable  by the  Holder  upon the  exercise  of the  Warrant  to the  extent
requested by the Holder  hereof  within twenty (20) days after receipt of notice
of such filing (which  request shall specify the interest in this Warrant or the
Shares intended to be sold or disposed of by such Holder and describe the nature
of any proposed sale or other disposition thereof); provided, however, that if a
greater number of Shares is offered for  participation in the proposed  offering
than in the  reasonable  opinion of the  managing  underwriter  of the  proposed
offering can be accommodated  without adversely affecting the proposed offering,
then  the  amount  of  Shares  proposed  to  be  offered  by  such  Holders  for
registration,  as  well  as  the  number  of  securities  of any  other  selling
shareholders participating in the registration, shall be proportionately reduced
to a number deemed satisfactory by the managing  underwriter.  The Company shall
bear all expenses and fees incurred in connection with the preparation,  filing,
and amendment of the Registration Statement with the Commission, except that the
Holder shall pay all fees,  disbursements  and expenses of any counsel or expert
retained by the Holder and all underwriting  discounts and  commissions,  filing

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<PAGE>

fees and any  transfer  or other taxes  relating  to the Shares  included in the
Registration Statement.  The Holder of this Warrant agrees to cooperate with the
Company in the preparation and filing of any Registration Statement,  and in the
furnishing of information concerning the Holder for inclusion therein, or in any
efforts by the Company to establish  that the proposed  sale is exempt under the
1933 Act as to any proposed distribution.

         7.  Governing  Law.  This Warrant shall be governed by and construed in
accordance with the laws of the State of Colorado.

         8.  Amendments  and Waivers.  The provisions of this Warrant may not be
amended, modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Company agrees in writing and has
obtained the written consent of the Holders.

         9. Notices. All notices or communications  hereunder,  except as herein
otherwise specifically  provided,  shall be in writing and if sent to the Holder
shall be mailed,  delivered,  or telefaxed and confirmed to the Holder at his or
her address set forth on the records of the  Company;  or if sent to the Company
shall be mailed,  delivered,  or telefaxed and confirmed to El Capital  Precious
Metals,  Inc.,  10876 E. Tierra  Drive,  Scottsdale,  AZ 85259,  (480)  607-7193
(facsimile)  or to such other  address as the Company or the Holder shall notify
the other as provided in this Section.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer in the date set forth above.

                                   EL CAPITAN PRECIOUS METALS, INC.


                                   By:_____________________________________

                                      Its:_________________________________


<PAGE>


                                SUBSCRIPTION FORM

         To be signed only upon exercise of Warrant.

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  ____________________  of the shares of Common Stock of El
Capitan Precious  Metals,  Inc. (the "Shares") to which such Warrant relates and
herewith makes payment of  $_____________  therefor in cash,  certified check or
bank draft and requests  that a certificate  evidencing  the Shares be delivered
to,  _____________________________,  the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________


                                            ____________________________________
                                            [Signature]

                                            ____________________________________
                                            [Printed]

                                            ____________________________________

                                            ____________________________________
                                            [Address]


                                      * * *



                                 ASSIGNMENT FORM

         To be signed only upon authorized transfer of Warrant.

         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto  _____________________________________  the  right  to  purchase
shares of Common Stock of El Capitan Precious  Metals,  Inc. to which the within
Warrant  relates and appoints  ____________________  attorney,  to transfer said
right on the books of  _________________  with full power of substitution in the
premises.

Dated: ____________________


                                            ____________________________________
                                            [Signature]

                                            ____________________________________
                                            [Printed]

                                            ____________________________________

                                            ____________________________________
                                            [Address]


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