Exhibit 4.3

                        WARRANT TO PURCHASE COMMON STOCK
                              (CONVERSION WARRANTS)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT FOR DISTRIBUTION,  AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD,  PLEDGED, OR
OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH  REGISTRATION  IS NOT  REQUIRED.  THIS WARRANT
MUST  BE  SURRENDERED  TO THE  COMPANY  OR ITS  TRANSFER  AGENT  AS A  CONDITION
PRECEDENT TO THE SALE,  PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT
OR THE SHARES ISSUABLE HEREUNDER.

Issuer:  Radix Marine, Inc.
Class of Stock: Common Stock
Issue Date: March ___, 2004
Expiration Date: March ___, 2007

         THIS WARRANT TO PURCHASE  COMMON STOCK is being issued pursuant to that
certain Securities Purchase Agreement dated as of the date hereof (the "Purchase
Agreement") between Radix Marine, Inc., a Nevada corporation (the "Company") and
La Jolla Cove Investors, Inc. ("Holder").

         1.1 Warrants. The Company hereby grants to Holder the right to purchase
3,000,000 shares of the Company's Common Stock (the "Shares" or "Warrant Shares.
For  avoidance  of doubt,  this Warrant may be  exercised  concurrently  with or
subsequent to the issuance of a Conversion Notice under the Debenture.  The date
that the Holder  issues a  Conversion  Notice  under the  Debenture is hereafter
referred to as the  "Conversion  Date."  Defined terms not defined  herein shall
have the meanings  ascribed to them in the Debenture or the Purchase  Agreement.
Holder  agrees  that,  beginning  in the first  full  calendar  month  after the
Registration Statement is declared effective,

Holder will  exercise at least 5% of the Warrants per calendar  month,  provided
that the Common Shares are available,  registered and freely tradable. If Holder
exercises more than 5% of the Warrants in any calendar month, the excess over 5%
shall be credited against the next month's minimum exercise amount. In the event
Holder does not exercise at least 5% of the Warrants in any particular  calendar
month,  Holder shall not be entitled to collect  interest on the  Debenture  for
that month.

This  Warrant  shall  expire and Holder  shall no longer be able to purchase the
Warrant Shares on March ___, 2007.


<PAGE>

                                    ARTICLE 2
                                    EXERCISE

         2.1 Method of Exercise.  Holder may exercise this Warrant by delivering
a duly executed Warrant Notice of Exercise in substantially the form attached as
Appendix 1 to the principal office of the Company.

         2.2 Delivery of Certificate and New Warrant. As promptly as practicable
after the receipt of the Warrant  Notice of Exercise,  but in any event not more
than three (3) Business Days after the Company's  receipt of the Warrant  Notice
of  Exercise,  the  Company  shall  issue the  Shares and cause to be mailed for
delivery by  overnight  courier,  or if a  Registration  Statement  covering the
Shares  has  been  declared  effective  by the SEC  cause  to be  electronically
transferred,  to Holder a certificate  representing  the Shares acquired and, if
this Warrant has not been fully  exercised  and has not  expired,  a new Warrant
substantially in the form of this Warrant  representing the right to acquire the
portion of the Shares not so acquired.

         2.3  Replacement  of  Warrants.   On  receipt  of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and, in the case of loss,  theft or destruction,  on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or, in the case of mutilation,  or surrender and  cancellation  of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.

         2.4 Exercise Price. The Exercise Price of this Warrant shall $1.00.

         2.5  Cashless  Exercise.   Notwithstanding  anything  to  the  contrary
contained in this Warrant,  if the resale of the Warrant Shares by Holder is not
then  registered  pursuant  to an  effective  Registration  Statement,  upon the
expiration  of one year from the Issue Date,  this  Warrant may be  exercised by
presentation  and  surrender  of this  Warrant to the  Company at its  principal
executive  offices  with a written  notice  of  Holder's  intention  to effect a
cashless  exercise,  including a  calculation  of the number of shares of Common
Stock to be issued upon such  exercise in  accordance  with the terms hereof ( a
"Cashless Exercise"). In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash,  Holder shall  surrender this Warrant for that number of
shares of Common Stock determined by multiplying the number of Warrant Shares to
which it otherwise would be entitled by a fraction, the numerator of which shall
be the difference  between the then current Market Price per share of the Common
Stock and the Exercise  Price,  and the  denominator  or which shall be the then
current Market Price per share of Common Stock.

                                   ARTICLE 3
                            ADJUSTMENT TO THE SHARES

         The number of Shares  purchasable upon the exercise of this Warrant and
the  Exercise  Price shall be subject to  adjustment  form time to time upon the
occurrence of certain events, as follows:


<PAGE>

         3.1  Reclassification.  In case of any  reclassification  or  change of
outstanding securities of the class issuable upon exercise of this Warrant then,
and in any such case, the Holder, upon the exercise hereof at any time after the
consummation of such reclassification or change, shall be entitled to receive in
lieu of each Share theretofore  issuable upon exercise of this Warrant, the kind
and amount of shares of stock, other securities,  money and/or property received
upon such reclassification or change by a holder of one Share. The provisions of
this  Section  2.1 shall  similarly  apply to  successive  reclassifications  or
changes.

         3.2  Subdivision or  Combination of Shares.  If the Company at any time
while this Warrant remains  outstanding and unexpired shall subdivide or combine
its Shares, the Exercise Price shall be proportionately decreased in the case of
a subdivision or increased in the case of a combination.

         3.3 Stock Dividends.  If the Company, at any time while this Warrant is
outstanding  shall pay a dividend with respect to its Shares  payable in Shares,
or make any other  distribution  of Shares  with  respect to Shares  (except any
distribution  specifically  provided  for in Section 2.1 and Section 2.2 above),
then the Exercise Price shall be adjusted,  effective from and after the date of
determination   of   shareholders   entitled  to  received   such   dividend  or
distribution,  to that price  determined by  multiplying  the Exercise  Price in
effect  immediately  prior to such date of determination by a fraction,  (a) the
numerator of which shall be the total number of Shares  outstanding  immediately
prior to such dividend or  distribution,  and (b) the denominator of which shall
be the total number of Shares  outstanding  immediately  after such  dividend or
distribution.

         3.4 Non-Cash  Dividends.  If the Company at any time while this Warrant
is outstanding shall pay a dividend with respect to Shares payable in securities
other than Shares or other non-cash property,  or make any other distribution of
such  securities  or property  with respect to Shares  (except any  distribution
specifically  provided  for in Section 2.1 and  Section  2.2  above),  then this
Warrant shall  represent the right to acquire upon exercise of this Warrant such
securities  or  property  which a holder of Shares  would have been  entitled to
receive upon such dividend or distribution, without the payment by the Holder of
any additional consideration for such securities or property.

         3.5 Effect of Reorganization and Asset Sales. If any (i) reorganization
or  reclassification  of the Common  Stock (ii)  consolidation  or merger of the
Company with or into another corporation,  or (iii) sale or all or substantially
all of the  Company's  operating  assets to another  corporation  followed  by a
liquidation of the Company (any such transaction  shall be referred to herein as
an "Event"), is effected in such a way that holders of common Stock are entitled
to receive securities and/or assets as a result of their Common Stock ownership,
the Holder,  upon  exercise of this  Warrant,  shall be entitled to receive such
shares of stock securities or assets which the Holder would have received had it
fully  exercised  this  Warrant on or prior the record date for such Event.  The
Company shall not merge into or consolidate with another corporation or sell all
of its assets to another corporation for a consideration consisting primarily of
securities of such corporation,  unless the successor or acquiring  corporation,
as the case may be, shall expressly  assume the due and punctual  observance and
performance  of each and every  covenant  and  condition  of this  Warrant to be
performed or observed by the Company and all of the  obligations and liabilities
hereunder,  subject to such  modification  as shall be  necessary to provide for
adjustments   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments  provided  for in this  Section 2. The  foregoing  provisions  shall
similarly apply to successive mergers, consolidations or sales of assets.


<PAGE>

         3.6  Adjustment  of  Number of  Shares.  Upon  each  adjustment  in the
Exercise  Price,  the number of Shares shall be adjusted,  to the nearest  whole
share, to the product obtained by multiplying the number of Shares,  purchasable
immediately prior to such adjustment by a fraction, the numerator of which shall
be the Exercise Price  immediately  prior to such adjustment and the denominator
of which shall be the Exercise Price immediately thereafter.

         3.7 No Impairment.  The Company shall not, by amendment of its articles
of incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed under this Warrant by the Company,  but shall at all times
in good faith assist in carrying out all of the  provisions  of this Warrant and
in taking all such  action as may be  reasonably  necessary  or  appropriate  to
protect Holder's rights hereunder against  impairment.  If the Company takes any
action  affecting its Common Stock other than as described  above that adversely
affects Holder's rights under this Warrant, the Exercise Price shall be adjusted
downward and the number of Shares  issuable  upon exercise of this Warrant shall
be adjusted  upward in such a manner that the aggregate  Exercise  Price of this
Warrant is unchanged.

         3.8 Fractional  Shares. No fractional Shares shall be issuable upon the
exercise of this Warrant, and the number of Shares to be issued shall be rounded
down to the nearest whole Share.

         3.9 Certificate as to Adjustments.  Upon any adjustment of the Exercise
Price,  the Company,  at its expense,  shall compute such adjustment and furnish
Holder with a  certificate  of its Chief  Financial  Officer  setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall,
upon written  request,  furnish Holder a certificate  setting forth the Exercise
Price in effect upon the date thereof and the series of  adjustments  leading to
such Exercise Price.

         3.10 No Rights of Shareholders. This Warrant does not entitle Holder to
any voting rights or any other rights as a  shareholder  of the Company prior to
the exercise of Holder's right to purchase Shares as provided herein.

                                   ARTICLE 4

                  REPRESENTATIONS AND COVENANTS OF THE COMPANY

         4.1 Representations  and Warranties.  The Company hereby represents and
warrants to Holder that all Shares  which may be issued upon the exercise of the
purchase  right  represented  by this Warrant,  shall,  upon  issuance,  be duly
authorized,  validly issued, fully paid and nonasessable,  and free of any liens
and encumbrances.


<PAGE>

         4.2 Notice of Certain Events.  If the company  proposes at any time (a)
to declare any dividend or distribution upon its Common Stock,  whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for  subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other rights;
(c) to effect any  reclassification  or recapitalization of Common Stock; (d) to
merge  or  consolidate  with or into any  other  corporation,  or  sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten  public  offering of the Company's  securities
for cash,  then,  in  connection  with each such event,  the Company  shall give
Holder (1) at least 20 days prior  written  notice of the date on which a record
will be taken for such  dividend,  distribution,  or  subscription  rights  (and
specifying  the date on which the  holders  of  Common  Stock  will be  entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (c) and (d) above;  (2) in the case of the matters referred to in
(c) and (d)  above at least 20 days  prior  written  notice of the date when the
same will take place  (and  specifying  the date on which the  holders of Common
Stock will be entitled to exchange  their Common Stock for  securities  or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above,  the same notice as is given to the holders
of such registration rights.

         4.3 Information Rights. So long as Holder holds this Warrant and/or any
of the Shares,  the company shall deliver to Holder (a) promptly  after mailing,
copies of all notices or other written communications to the shareholders of the
Company,  (b) within ninety (90) days of their availability,  the annual audited
financial  statements of the Company certified by independent public accountants
of recognized  standing,  and (c) within  forty-five  (45) days after the end of
each fiscal  quarter or each fiscal year,  the  Company's  quarterly,  unaudited
financial statements.

         4.4  Reservation  of  Warrant  Shares.  Subject  to  the  filing  of  a
certificate of amendment to the certificate of incorporation of the Company, the
Company has reserved and will keep available, out of the authorized and unissued
shares of Common Stock, the full number of shares  sufficient to provide for the
exercise of the rights of purchase represented by this Warrant.

         4.5 Registration Rights. If Holder exercises this Warrant and purchases
some or all of the Shares,  Holder shall have the Registration  Rights set forth
in that certain Registration Rights Agreement executed concurrently therewith.

                                   ARTICLE 5

                   REPRESENTATIONS AND COVENANTS OF THE HOLDER

         5.1 Private Issue. Holder understands (i) that the Shares issuable upon
exercise of Holder's  rights  contained in the Warrant are not registered  under
the Act or qualified under  applicable  state securities laws on the ground that
the issuance  contemplated  by the Warrant will be exempt from the  registration
and qualifications requirements thereof, and (ii) that the Company's reliance on
such  exemption  is  predicated  on Holder's  representations  set forth in this
Article 5.


<PAGE>

         5.2  Financial  Risk.  Holder  has such  knowledge  and  experience  in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of its  investment  and has the ability to bear the economic  risks of its
investment.

         5.3 Risk of No  Registration.  Holder  understands  that if the Company
does not  register  with the  Securities  and  Exchange  Commission  pursuant to
Section  12 of the Act,  or file  reports  pursuant  to  Section  15(d),  of the
Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement
covering the  securities  under the Act is not in effect when it desires to sell
(i) the right to purchase  Shares  pursuant to the  Warrant,  or (ii) the Shares
issuable upon exercise of the right to purchase, it may be required to hold such
securities for an indefinite period.

         5.4 Accredited  Investor.  Holder is an "accredited  investor," as such
term is defined in Regulation D promulgated pursuant to the Act. ARTICLE 6

                                  MISCELLANEOUS

        6.1 Term. This Warrant is exercisable, in whole or in part, at any time
and from  time to time on or after  the  Conversion  Date and on or  before  the
Expiration Date set forth above.

         6.2 Compliance with  Securities Laws on Transfer.  This Warrant may not
be  transferred  or  assigned  in  whole  or in  part  without  compliance  with
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee   (including,   without   limitation,   the  delivery  of  investment
representation  letters  and  legal  opinions  reasonably  satisfactory  to  the
Company, as reasonably requested by the Company).  The Company shall not require
Holder to provide an opinion of counsel if the  transfer is to an  affiliate  of
Holder.

         6.3 Transfer Procedure. Holder shall have the right without the consent
of the Company to  transfer  or assign in whole or in part this  Warrant and the
Shares  issuable upon exercise of this Warrant.  Holder agrees that unless there
is in effect a  registration  statement  under  the Act  covering  the  proposed
transfer of all or part of this Warrant, prior to any such proposed transfer the
Holder shall give written notice  thereof to the Company (a "Transfer  Notice").
Each Transfer Notice shall describe the manner and circumstances of the proposed
transfer  in  reasonable  detail  and,  if the  company  so  requests,  shall be
accompanied by an opinion of legal counsel, in a form reasonably satisfactory to
the Company,  to the effect that the proposed  transfer may be effected  without
registration  under the Act; provided that the Company will not require opinions
of counsel for  transactions  involving  transfers to  affiliates or pursuant to
Rule 144  promulgated by the Securities and Exchange  Commission  under the act,
except in unusual circumstances.

         6.4  Notices,  etc.  All notices and other  communications  required or
permitted  hereunder shall be in writing and shall be delivered  personally,  or
sent by  telecopier  machine or by a  nationally  recognized  overnight  courier
service,  and  shall  be  deemed  given  when  so  delivered  personally,  or by
telecopier machine or overnight courier service as follows:


<PAGE>

         if  to the Company, to:

         Radix Marine, Inc.
         9119 Ridgetop Blvd., Suite 260
         Silverdale, WA 98383
         Telephone:        360-692-6446
         Facsimile:

         if to the Holder, to:

         La Jolla Cove Investors, Inc.
         7817 Herschel Avenue, Suite 200

         La Jolla, CA 92037
         Telephone:        858-551-8789
         Facsimile:        858-551-8779

or at such other address as the Company shall have furnished to the Holder. Each
such notice or other  communication  shall for all purposes of this agreement be
treated  as  effective  or  having  been  given  when   delivered  if  delivered
personally,  or, if sent by mail,  at the  earlier  of its  receipt or five days
after the same has been deposited in a regularly  maintained  receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid.

         6.5  Counterparts.  This  agreement  may be  executed  in any number of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument. Facsimile execution shall be deemed originals.

         6.6 Waiver.  This  Warrant and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

         6.7  Attorneys  Fees.  In the event of any dispute  between the parties
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorneys fees.

         6.8 Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in accordance with the laws of the State of California, without giving
effect to its principles  regarding conflicts of law. Each of the parties hereto
consents to the jurisdiction of the federal courts whose districts encompass any
part of the City of San  Diego or the state  courts  of the State of  California
sitting in the City of San Diego in  connection  with any dispute  arising under
this  Warrant and hereby  waives,  to the maximum  extent  permitted by law, any
objection including any objection based on forum non conveniens, to the bringing
of any such proceeding in such jurisdictions.


<PAGE>

         6.9  Remedies.  The  Company  acknowledges  that a breach  by it of its
obligations  hereunder will cause  irreparable harm to the Holder,  by vitiating
the intent and  purpose of the  transactions  hereby.  Accordingly,  the Company
acknowledges  that the remedy at law for a breach of its obligations  under this
Warrant will be  inadequate  and agrees,  in the event of a breach or threatened
breach by the Company of the  provisions of this Warrant,  that the Holder shall
be entitled,  in addition to all other  available  remedies at law or in equity,
and  in  addition  to the  penalties  assessable  herein,  to an  injunction  or
injunctions restraining,  preventing or curing any breach of this Warrant and to
enforce  specifically the terms and provisions hereof,  without the necessity of
showing economic loss and without any bond or other security being required.

         IN WITNESS WHEREOF, the parties hereto have duly caused this Warrant to
Purchase  Common  Stock to be  executed  and  delivered  on the date first above
written.

Radix Marine, Inc.                      La Jolla Cove Investors, Inc.

By: ___________________________         By: __________________________


Title: __________________________       Title: _________________________



<PAGE>


                                   APPENDIX 1

                           WARRANT NOTICE OF EXERCISE

         1. The undersigned hereby elects to purchase _____ shares of the Common
Stock of Radix  Marine,  Inc.  pursuant  to the terms of the Warrant to Purchase
Common Stock issued by Radix Marine, Inc. on March ___, 2004.

         2. Please issue a certificate or certificates  representing said shares
in the name of the undersigned or in such other name as is specified below:

                                           _____________________
                                           _____________________
                                           _____________________
                                            (Name and Address)

         3. The undersigned makes the representations and covenants set forth in
Article 5 of the Warrant to Purchase Common Stock.



________________________________
(Signature)

___________________________
(Date)