Exhibit 4.1

WARRANT CERTIFICATE WA- _________

NUMBER OF WARRANTS __________________


                               WARRANT CERTIFICATE

                                       TO

                              PURCHASE COMMON STOCK

                                       OF

                           TUGBOAT INTERNATIONAL, INC.

     1. WARRANTS. Each Warrant shall entitle the holder (the "Registered Holder"
or,  in the  aggregate  the  "Registered  Holders")  in whose  name the  Warrant
Certificate  shall be  registered  on the books  maintained by the Warrant Agent
(the Company's stock transfer agent) to purchase one share of restricted  Common
Stock of TUGBOAT INTERNATIONAL, INC. (the "Company") on exercise thereof, with a
Rule 144 legend  imprinted  thereon,  subject to modification  and adjustment as
provided  herein.  This Warrant  Certificate  representing the right to purchase
Warrant Shares shall be executed by the Company's President,  attested to by the
Company's  Secretary,  and delivered to the Warrant Agent. Copies of the Warrant
Certificates shall be attached to certificates  representing an aggregate of the
Shares of Common  Stock of the  Company  to be issued and  distributed  to their
rightful owners by the Warrant Agent.

     The Company  has issued  2,000,000  Warrants  to  purchase up to  2,000,000
shares of the Company's  restricted  Common Stock,  at an exercise price of $.75
per share, which must be exercised, if at all, within one (1) year from December
19, 2003.

     Except as provided herein, no Warrant  Certificates  shall be issued except
(i) Warrant Certificates  initially issued hereunder,  (ii) Warrant Certificates
issued on or after the initial issuance date, upon the exercise of any Warrants,
to evidence the unexercised  Warrants held by the exercising  Registered Holder,
and (iii) Warrant  Certificates issued after the initial issuance date, upon any
transfer  or  exchange  of  Warrant  Certificates  or  replacements  of  lost or
mutilated Warrant Certificates.

     2. FORM AND  EXECUTION OF WARRANT  CERTIFICATES.  The Warrant  Certificates
shall be dated as of the date of their  issuance,  whether on initial  issuance,
transfer or exchange or in lieu of mutilated,  lost, stolen or destroyed Warrant
Certificates.

     Each  such  Warrant   Certificate  shall  be  numbered  serially  with  the
designation of "WA- ______" appearing on each Warrant Certificate.

     3. EXERCISE.  Subject to the provisions hereof, the Warrants,  as evidenced
by a  Warrant  Certificate,  may be  exercised  in  whole or in part at any time
during the period (the "Exercise  Period")  commencing on December 19, 2003 (the
"Exercise Date") until December 19, 2004,  unless extended by a majority vote of
the Company's Board of Directors, but in no event after such extended expiration
date.  The Company shall  promptly  notify the Warrant Agent and the  Registered
Holders of any such extension of the Exercise  Period. A Warrant shall be deemed
to have been  exercise  immediately  prior to the close of  business on the date

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<PAGE>
(the "Exercise Date") of the surrender for exercise of the Warrant  Certificate.
The  exercise  form shall be executed by the  Registered  Holder  thereof or his
attorney  duly  authorized  in writing  and shall be  delivered,  together  with
payment  therefor,  to the  Company at its  corporate  offices  (the  "Corporate
Office"),  in cash or by official bank or certified check, in an amount equal to
the aggregate Exercise Price, in lawful money of the United States of America.

     Unless  Warrant  Shares may not be issued as  provided  herein,  the person
entitled to receive the number of Warrant  Shares  deliverable  on such exercise
shall be treated for all purposes as the holder of such Warrant Shares as of the
close of business on the Exercise  Date.  In addition,  the Warrant  Agent shall
also, at such time, verify that all of the conditions  precedent to the issuance
of Warrant  Shares set forth herein have been satisfied as of the Exercise Date.
The Company shall not be obligated to issue any  fractional  share  interests in
Warrant Shares issuable or deliverable on the exercise of any Warrant, or script
or cash therefor, and such fractional shares shall be of no value whatsoever. If
more than one  Warrant  shall be  exercised  at one time by the same  Registered
Holder,  the number of full Shares  which shall be issuable on exercise  thereof
shall be computed on the basis of the aggregate  number of full Shares  issuable
on such exercise.

     The Company may deem and treat the  Registered  Holders of the  Warrants as
the  absolute  owners  thereof for all  purposes,  and the Company  shall not be
affected  by any notice to the  contrary.  The  Warrants  shall not  entitle the
holders  thereof  to any of  the  rights  of  shareholders  or to any  dividends
declared on the Common Stock unless the  Registered  Holder shall have exercised
the Warrants and purchased Shares of Common Stock prior to the record date fixed
by the Board of  Directors  of the Company for the  determination  of holders of
Common Stock entitled to any such dividend or other rights.

     4. RESERVATION OF SHARES AND PAYMENT OF TAXES.  The Company  covenants that
it will at all times reserve and have available from its authorized Common Stock
such  number  of shares  as shall  then be  issuable  upon the  exercise  of all
outstanding Warrant Certificates.  The Company covenants that all Warrant Shares
which  shall be so  issuable  shall  be duly and  validly  issued,  fully  paid,
non-assessable,  and free from all taxes, liens and charges of whatsoever nature
with respect to the issuance thereof.

     The Company acknowledges that the Company will be required, pursuant to the
Securities  Act of  1993,  as  amended  (the  "Act"),  that no  Warrants  may be
exercised nor may Warrant  Shares be issued by the Warrant Agent unless,  on the
Exercise Date, the Company has an effective  registration statement covering the
issuance of the  Warrant  Shares  under the Act or such  issuance is exempt from
registration  under the applicable state and federal  securities laws, rules and
regulations of the state in which such Registered Holder resides.

     If any Shares of Common Stock to be reserved for the purpose of exercise of
Warrant  Certificates  hereunder require any other registration with or approval
of any  government  authority  under any federal or state law before such shares
may be validly issued or delivered,  then the Company covenants that it will, in
good  faith  and  as  expeditiously   as  possible,   endeavor  to  secure  such
registration or approval,  as the case may be. No Warrant Shares shall be issued
unless and until any such  registration  requirements have been satisfied if and
when required.

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<PAGE>
     The Registered  Holder shall pay all  documentary,  stamp, or similar taxes
and other government charges that may be imposed with respect of the issuance of
the  Warrants,  or the issuance,  transfer or delivery of any Warrant  Shares on
exercise of the Warrants. In the event the Warrant Shares are to be delivered in
a name other than the name of the Registered Holder of the Warrant  Certificate,
no such delivery shall be made unless the person requesting the same has paid to
the Warrant Agent the amount of any such taxes or charges incident thereto.

     In the event the Warrant  Agent ceases to also serve as the stock  transfer
agent  for  the  Company,  the  Warrant  Agent  is  irrevocably   authorized  to
requisition  the  Company's  new  transfer  agent from time to time for  Warrant
Shares  required upon exercise of the Warrants,  and the Company will  authorize
such transfer agent to comply with all such requisitions.  The Company will file
with the Warrant Agent a statement setting forth the name and address of its new
transfer  agent for Shares of Common Stock or other capital stock  issuable upon
exercise of the Warrants and of each successor  transfer agent  appointed by the
Company during the term of this Agreement.

     5. REGISTRATION OF TRANSFER. The Warrant Certificates may be transferred in
whole or in part.  Warrant  Certificates to be exchanged shall be surrendered to
the Company at its Corporate  Office.  The Company shall execute and the Warrant
Agent shall  countersign,  issue and deliver in  exchange  therefor  the Warrant
Certificate(s) which the Registered Holder making the transfer shall be entitled
to receive.

     The Warrant Agent shall keep transfer  records of all such  transactions at
its  corporate  offices  which  shall  register  Warrant  Certificates  and  any
transfers  thereof.  On due  presentment  for  registration  of  transfer of any
Warrant Certificate, the Company shall execute and the Warrant Agent shall issue
and  deliver to the  transferee  or  transferees  a new  Warrant  Certificate(s)
representing an equal  aggregate  number of Warrants.  All Warrant  Certificates
presented  for  registration  of transfer or exercise  shall be duly endorsed or
accompanied  by  a  written  instrument  or  instruments  or  transfer  in  form
satisfactory  to the Company and the Warrant  Agent.  Any reasonable fee for any
registration of transfer of Warrant Certificates shall be paid by the Registered
Holder.  The Company may require payment of a sum sufficient to cover any tax or
other government charge that may be imposed in connection therewith.

     All Warrant  Certificates so surrendered,  or surrendered for exercise,  or
for  exchange  in case of  mutilated  Warrant  Certificates,  shall be  promptly
canceled by the Warrant Agent and thereafter retained by the Warrant Agent until
termination of the agency created by this  Agreement.  Prior to due  presentment
for  registration  of transfer  thereof,  the Company and the Warrant  Agent may
treat the  Registered  Holder of any Warrant  Certificate  as the absolute owner
thereof  (notwithstanding  any notations of ownership or writing thereon made by
anyone  other than the Company or the  Warrant  Agent),  and the parties  hereto
shall not be affected by any notice to the contrary.

     6. LOSS OR  MUTILATION.  On receipt by the Company and the Warrant Agent of
evidence satisfactory as to the ownership of and the loss, theft, destruction or
mutilation  of any Warrant  Certificate,  the  Company  shall  execute,  and the
Warrant  Agent  shall  countersign  and deliver in lieu  thereof,  a new Warrant
certificate  representing an equal aggregate number of Warrants.  In the case of
loss, theft or destruction of any Warrant Certificate, the individual requesting
issuance of a new Warrant Certificate shall be required to indemnify the Company
and the Warrant Agent in an amount  satisfactory to each of them. In the event a
Warrant  Certificate is mutilated,  such  Certificate  shall be surrendered  and
canceled  by the Warrant  Agent prior to delivery of a new Warrant  Certificate.
Applicants  for a new  Warrant  Certificate  shall also  comply  with such other
regulations and pay such other reasonable charges as the Company may prescribe.

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     7. ADJUSTMENT OF EXERCISE PRICE AND SHARES.  In the event of any adjustment
of the Exercise Price pursuant to this Section 7, the number of Shares of Common
Stock purchasable on the exercise of each Warrant shall be the number derived by
dividing any such adjusted  Exercise Price into the original Exercise Price. The
Exercise Price shall be subject to adjustment as follows:

          (a) In the event,  prior to the expiration of the Warrants by exercise
or by their terms,  the Company  shall issue any Shares of its Common Stock as a
share  dividend or shall  subdivide the number of  outstanding  Shares of Common
Stock  into a greater  number of Shares,  then,  in either of such  events,  the
Exercise  Price per Share of Common Stock  purchasable  pursuant to the Warrants
shall be increased  proportionately.  Conversely, in the event the Company shall
reduce the number of Shares of its  outstanding  Common Stock by combining  such
Shares into a smaller number of Shares,  then, in such event, the Exercise Price
per Share  purchasable  pursuant  to the  Warrants in effect at the time of such
action  shall be  increased  proportionately  and the number of Shares of Common
Stock at that time  purchasable  pursuant  to the  Warrants  shall be  decreased
proportionately.  Any dividend paid or distributed on the Common Stock in Shares
of any other class of the Company's  securities,  or in  securities  convertible
into Shares of Common Stock of the Company,  shall be treated as a dividend paid
in Common  Stock to the extent that Shares of Common  Stock are  issuable on the
conversion thereof.

          (b) In the event the  Company,  at any time while the  Warrants  shall
remain  unexpired and unexercised,  shall sell all or  substantially  all of its
property,   or  dissolves,   liquidates   or  winds  up  its  affairs,   prompt,
proportionate,  equitable,  lawful and adequate provisions shall be made as part
of the terms of any such sale, dissolution,  liquidation or winding up such that
the holder of a Warrant may thereafter  receive, on exercise thereof, in lieu of
each  Share of Common  Stock of the  Company  which  he/she/it  would  have been
entitled  to  receive,  the same kind and  amount of any share,  securities,  or
assets  as  may  be  issuable,  distributable  or  payable  on  any  such  sale,
dissolution,  liquidation  or  winding  up with  respect to each Share of Common
Stock of the  Company;  provided,  however,  that in the event of any such sale,
dissolution,  liquidation  or winding up, the right to exercise a Warrant  shall
terminate on a date fixed by the Company,  such date to be not earlier than 5:00
p.m.,  Pacific  Standard Time, on the 30th day next succeeding the date on which
notice of such  termination of the right to exercise the Warrants has been given
by mail to the Registered Holders thereof at such addresses as may appear on the
records of the of the Company and the Warrant Agent.

          (c) In the event, prior to the expiration of the Warrant  Certificates
by exercise or by their terms,  the Company shall  determine to take a record of
the  Registered  Holders of its  Common  Stock for the  purpose  of  determining
shareholders  entitled to receive  any Share  dividend or other right which will
cause any change or  adjustment  in the number,  amount,  price or nature of the
Shares of Common Stock or other securities or assets  deliverable on exercise of
the Warrants pursuant to the foregoing provisions, the Company shall give to the
Registered  Holders of the Warrants at the  addresses as may appear on the books
of the  Company at least 15 days  prior  written  notice to the  effect  that it
intends to take such a record.  Such notice  shall  specify the date as of which
such  record is to be taken;  the  purpose for which such record is to be taken;
and the number,  amount,  price and nature of the Common Stock or other  Shares,
securities or assets which will be deliverable on exercise of the Warrants after
the action  for which  such  record  will be taken has been  completed.  Without
limiting  the  obligation  of the  Company to provide  notice to the  Registered
Holders of the Warrant  Certificates  of any  corporate  action  hereunder,  the
failure of the Company to give notice shall not invalidate such corporate action
of the Company.

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<PAGE>
          (d) No adjustment  of the Exercise  Price shall be made as a result of
or in connection  with (i) the issuance of Common Stock of the Company  pursuant
to options,  warrants and share purchase agreements  outstanding or in effect on
the date  hereof,  (ii) the  establishment  of  additional  option  plans of the
Company,  the  modification,  renewal or  extension of any plan now in effect or
hereafter  created,  or the  issuance of Common Stock on exercise of any options
pursuant to such plans, or (iii) the issuance of Common Stock in connection with
an acquisition or merger of any type (therefore, the anti-dilution provisions of
this Section 7 will not apply in the event a merger or acquisition is undertaken
by the Company),  in connection  with  compensation  arrangements  for officers,
employees or agents of the Company or any subsidiary, or the like.

          (e) Before taking any action which would cause an adjustment  reducing
the Exercise  Price,  the Company shall take any corporate  action which may, in
the opinion of its  counsel,  be necessary in order that the Company may validly
and legally issue fully paid and  non-assessable  Shares of such Common Stock at
such adjusted Exercise Price.

     Upon any  adjustment of the Exercise  Price required to be made pursuant to
this Section 7, the Company,  within 30 days  thereafter,  shall (a) cause to be
filed with the Warrant  Agent a  certificate  setting  forth the Exercise  Price
after such  adjustment  and  setting  forth in  reasonable  detail the method of
calculation and the facts upon which such calculation is based, and (b) cause to
be mailed to each of the Registered Holders of the Warrant  Certificates written
notice of such adjustment.

     8. REGISTRATION RIGHTS. Upon exercise of the Warrant(s),  the holder of the
shares of  restricted  Common  Stock  shall  have the  right to have the  shares
registered,  at the sole expense of the Company,  under a Form SB-2,  filed with
the  SEC by  the  Company  within  90  days  after  demand  by  the  holder  for
registration.


Dated: __________________            Dated: _____________________


TUGBOAT INTERNATIONAL, INC.           WARRANT HOLDER


BY: ____________________             BY: ________________________
                                         Signature

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                                         Print name

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                                         Address

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                                         Phone/fax numbers

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