FORM OF WARRANT

THE  WARRANT  REPRESENTED  BY THIS  CERTIFICATE  AND THE  SHARES  ISSUABLE  UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM
REGISTRATION  REQUIREMENTS  UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY
INTEREST  THEREIN  MAY  BE  OFFERED,   SOLD,  PLEDGED,   ASSIGNED  OR  OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

                            GOLD BOND RESOURCES, INC.

           2,000,000 WARRANTS FOR THE PURCHASE OF 2,000,000 SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

NO. W-9                                                         2,000,000 SHARES

         THIS  CERTIFIES  that,  for  value   received,   Leon  van  Kraayenburg
(including  any  transferee,  the  "Holder"),  is entitled to subscribe  for and
purchase  from  Gold  Bond  Resources,   Inc.,  a  Washington  corporation  (the
"Company"),  the amount of shares set forth above (the  "Shares") upon the terms
and conditions set forth herein. This Warrant is being issued in connection with
the  employment  agreement by and between  Holder and the Company.  Each warrant
grants the Holder the right to purchase from the Company one share of its common
stock at the exercise price of $0.12 per share ("Exercise Price"),  for a period
of five years ("Exercise  Period" and  collectively,  the  "Warrants").  As used
herein,  the term "this  Warrant"  shall mean and include  this  Warrant and any
Warrant  or  Warrants  hereafter  issued as a  consequence  of the  exercise  or
transfer  of this  Warrant in whole or in part.  In the event  that the  Company
effects its planned one from 10 reverse  common  stock split before the exercise
of the warrants herein, the aforementioned number of warrants and exercise price
will be adjusted accordingly, i.e., 200,000 warrants for the purchase of 200,000
shares of common stock at an exercise price of $1.20.

         1. This Warrant may be exercised  during the Exercise  Period as to all
of the Shares by the  surrender of this Warrant (with the Exercise Form attached
hereto as  Exhibit  A, duly  executed)  to the



<PAGE>

Company at its office at 10701  Corporate  Drive,  Suite  150,  Stafford,  Texas
77477, Attention:  President, or at such other place as is designated in writing
by the Company, together with a certified or bank cashier's check payable to the
order of the Company in an amount  equal to the  Exercise  Price of $0.12 (or in
the event of the  aforementioned  reverse stock split,  at an exercise  price of
$1.20 per share)  multiplied  by the number of Shares for which this  Warrant is
being exercised.

         2. Upon each exercise of the Holder's  rights to purchase  Shares,  the
Holder  shall be deemed to be the holder of record of the Shares  issuable  upon
such exercise, notwithstanding that the transfer books of the Company shall then
be closed or  certificates  representing  such  Shares  shall not then have been
actually  delivered  to the  Holder.  As soon as  practicable  after  each  such
exercise of this  Warrant,  the Company  shall issue and deliver to the Holder a
certificate  or  certificates  for  the  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 right of the
Holder to purchase  the balance of the Shares (or portions  thereof)  subject to
purchase hereunder.

         3. (a) Any  Warrants  issued  upon the  transfer or exercise in part of
this Warrant shall be numbered and shall be registered in a Warrant  Register as
they are issued. The Company shall be entitled to treat the registered holder of
any  Warrant  on the  Warrant  Register  as the  owner in fact  thereof  for all
purposes and shall not be bound to recognize  any equitable or other claim to or
interest  in such  Warrant  on the part of any  other  person,  and shall not be
liable for any  registration  or transfer of Warrants which are registered or to
be  registered  in the name of a fiduciary or the nominee of a fiduciary  unless
made with the actual  knowledge  that a  fiduciary  or nominee is  committing  a
breach  of  trust in  requesting  such  registration  or  transfer,  or with the
knowledge  of such facts that its  participation  therein  amounts to bad faith.
This  Warrant  shall  be  transferable  only on the  books of the  Company  upon
delivery thereof duly endorsed by the Holder or by his duly authorized  attorney
or representative the Form of Assignment,  a copy of which is attached hereto as
Exhibit B, or  accompanied  by proper  evidence of  succession,  assignment,  or
authority  to  transfer.  In all cases of  transfer  by an  attorney,  executor,
administrator,  guardian, or other legal representative, duly authority shall be
produced.  Upon any  registration  of transfer,  the Company shall deliver a new
Warrant  or  Warrants  to the  person  entitled  thereto.  This  Warrant  may be
exchanged,  at the option of the Holder thereof,  for another Warrant,  or other
Warrants  of  different  denominations,  of like tenor and  representing  in the
aggregate  the right to purchase a like number of Shares (or portions  thereof),
upon surrender to the Company or its duly authorized agent.  Notwithstanding the
foregoing,  the Company  may  require  prior to  registering  any  transfer of a
Warrant an opinion of counsel  reasonably  satisfactory to the Company that such
transfer  complies with the provisions of the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder.

                  (b) The Holder  acknowledges  that he/she has been  advised by
the Company that neither this Warrant nor the Shares have been registered  under
the Act,  that this  Warrant  is being or has been  issued and the Shares may be
issued on the basis of the statutory  exemption  provided by Section 4(2) of the
Act,  relating to transactions  by an issuer not involving any public  offering,
and  that  the   Company's   reliance   thereon   is  based  in  part  upon  the
representations  made herein by the Holder. The Holder  acknowledges that he has
been informed by the Company of, or is otherwise  familiar  with,  the nature of
the limitations  imposed by the Act and the rules and regulations  thereunder on
the


                                      -2-
<PAGE>

transfer  of  securities.  In  particular,  the  Holder  agrees  that  no  sale,
assignment  or transfer of this  Warrant or the Shares  issuable  upon  exercise
hereof  shall be valid or  effective,  and the Company  shall not be required to
give any effect to any such sale,  assignment or transfer,  unless (i) the sale,
assignment  or transfer of this Warrant or such Shares is  registered  under the
Act, it being understood that neither this Warrant nor such Shares are currently
registered  for sale and that the Company has no  obligation  or intention to so
register this Warrant or such Shares except as specifically  provided for in the
Subscription  Agreement,  or (ii) this Warrant or such Shares are sold, assigned
or transferred in accordance with all the  requirements  and limitations of Rule
144 under the Act, or (iii) such sale,  assignment,  or  transfer  is  otherwise
exempt  from  registration  under the Act in the  opinion of counsel  reasonably
acceptable to the Company.

         4. The Company  shall at all times  reserve and keep  available out its
authorized  and unissued  Common Stock,  solely for the purpose of providing for
the  exercise  of the rights to  purchase  all Shares  granted  pursuant  to the
Warrants,  such number of shares of Common Stock as shall, from time to time, be
sufficient  therefor.  The  Company  covenants  that all shares of Common  Stock
issuable upon exercise of this Warrant,  upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.

         5.  (a) In case  the  Company  shall  at any  time  after  the date the
Warrants  were first  issued (i)  declare a dividend on the  outstanding  Common
Stock payable in shares of its capital  stock,  (ii)  subdivide the  outstanding
Common Stock,  (iii) combine the outstanding  Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock by  reclassification of
the Common Stock  (including  any such  reclassification  in  connection  with a
consolidation  or merger in which the  Company is the  continuing  corporation),
then, in each case, the Exercise  Price,  and the number of Shares issuable upon
exercise  of this  Warrant,  in effect at the time of the  record  date for such
dividend  or  of  the  effective  date  of  such  subdivision,  combination,  or
reclassification,  shall be  proportionately  adjusted so that the Holder  after
such time shall be entitled to receive the  aggregate  number and kind of shares
which, if such Warrant had been exercised immediately prior to such time, he/she
would have owned upon such  exercise  and been  entitled to receive by virtue of
such dividend,  subdivision,  combination, or reclassification.  Such adjustment
shall be made successively whenever any event listed above shall occur.

                  (b) In case the  Company  shall issue or fix a record date for
the issuance to all holders of Common Stock of rights,  options,  or warrants to
subscribe  for or  purchase  Common  Stock (or  securities  convertible  into or
exchangeable  for Common  Stock) at a price per share (or having a conversion or
exchange price per share, if a security  convertible  into or  exchangeable  for
Common  Stock) less than the then  applicable  Exercise  Price per share on such
record  date,  then,  in each case,  the  Exercise  Price  shall be  adjusted by
multiplying the Exercise Price in effect  immediately  prior to such record date
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock  outstanding on such record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
so to be offered (or the aggregate  initial  conversion or exchange price of the
convertible or


                                      -3-
<PAGE>

exchangeable  securities so to be offered) would purchase at such Exercise Price
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  on such record date plus the number of additional  shares of Common
Stock to be offered for  subscription or purchase (or into which the convertible
or  exchangeable  securities  so to be  offered  are  initially  convertible  or
exchangeable).  Such adjustment  shall become effective at the close of business
on such record date; provided, however, that, to the extent the shares of Common
Stock (or  securities  convertible  into or  exchangeable  for  shares of Common
Stock) are not  delivered,  the  Exercise  Price shall be  readjusted  after the
expiration  of such  rights,  options,  or  warrants  (but only with  respect to
warrants  exercised  after such  expiration),  to the Exercise Price which would
then be in effect had the  adjustments  made upon the  issuance of such  rights,
options,  or warrants been made upon the basis of delivery of only the number of
shares of Common  Stock (or  securities  convertible  into or  exchangeable  for
shares of Common Stock) actually issued.  In case any subscription  price may be
paid in a consideration part or all of which shall be in a form other than cash,
the value of such  consideration  shall be as  determined  in good  faith by the
board of directors of the Company, whose determination shall be conclusive.

                  (c) In case the  Company  shall  distribute  to all holders of
Common Stock  (including any such  distribution  made to the stockholders of the
Company in connection with a consolidation or merger in which the Company is the
continuing corporation) evidences of its indebtedness, cash (other than any cash
dividend which, together with any cash dividends paid within the 12 months prior
to the  record  date  for such  distribution,  does  not  exceed  5% of the then
applicable  Exercise Price at the record date for such  distribution)  or assets
(other than  distributions  and dividends payable in shares of Common Stock), or
rights,  options,  or warrants to subscribe  for or purchase  Common  Stock,  or
securities   convertible  into  or  exchangeable  for  shares  of  Common  Stock
(excluding  those with  respect to the  issuance of which an  adjustment  of the
Exercise Price is provided pursuant to Section 5(b) hereof), then, in each case,
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately  prior to the  record  date for the  determination  of  stockholders
entitled to receive  such  distribution  by a fraction,  the  numerator of which
shall be the then  applicable  Exercise  Price per share of Common Stock on such
record  date,  less the fair market  value (as  determined  in good faith by the
board of directors  of the  Company,  whose  determination  shall be  conclusive
absent manifest error) of the portion of the evidences of indebtedness or assets
so to be distributed,  or of such rights, options, or warrants or convertible or
exchangeable  securities,  or the amount of such cash,  applicable to one share,
and the  denominator  of which shall be such Exercise  Price per share of Common
Stock.  Such adjustment  shall become effective at the close of business on such
record date.

                  (d) No adjustment  in the Exercise  Price shall be required if
such adjustment is less than $.01; provided, however, that any adjustments which
by reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 5 shall be made to the nearest cent or to the nearest  one-thousandth of
a share, as the case may be.

                  (e) In any case in which this Section 5 shall  require that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer,  until the occurrence of such
event,  issuing to the Holder,  if the Holder  exercised this Warrant after such
record date,  the shares of Common  Stock,  if any,  issuable upon such exercise
over and above the shares of Common Stock,  if any,  issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however,  that  the  Company  shall  deliver  to the  Holder a due bill or other
appropriate  instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.


                                      -4-
<PAGE>

                  (f) Upon each  adjustment of the Exercise Price as a result of
the  calculations  made in Sections  5(b) or 5(c)  hereof,  this  Warrant  shall
thereafter evidence the right to purchase,  at the adjusted Exercise Price, that
number of shares (calculated to the nearest thousandth) obtained by dividing (i)
the  product  obtained  by  multiplying  the number of shares  purchasable  upon
exercise  of this  Warrant  prior to  adjustment  of the number of shares by the
Exercise  Price in effect prior to adjustment of the Exercise  Price by (ii) the
Exercise Price in effect after such adjustment of the Exercise Price.

                  (g) Whenever  there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
registered  mail,  postage  prepaid,  to the Holder,  at its address as it shall
appear  in the  Warrant  Register,  which  notice  shall  be  accompanied  by an
officer's  certificate  setting forth the number of Shares  purchasable upon the
exercise  of this  Warrant and the  Exercise  Price  after such  adjustment  and
setting forth a brief  statement of the facts  requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

                  (h) The Company  shall not be required to issue  fractions  of
shares of Common Stock or other  capital  stock of the Company upon the exercise
of this Warrant. If any fraction of a share would be issuable on the exercise of
this Warrant (or specified  portions  thereof),  the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Exercise  Price
of such share of Common Stock on the date of exercise of this Warrant.

         6. (a) In case of any consolidation  with or merger of the Company with
or into another  corporation  (other than a merger or consolidation in which the
Company is the  surviving or  continuing  corporation),  or in case of any sale,
lease,  or conveyance to another  corporation  of the property and assets of any
nature  of  the  Company  as  an  entirety  or   substantially  as  an  entirety
(collectively an "Extraordinary Event"), such successor,  leasing, or purchasing
corporation,  as the case may be, shall (i) execute with the Holder an agreement
providing  that the Holder  shall  have the right  thereafter  to  receive  upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities,   property,   cash,  or  any   combination   thereof   (collectively
"Extraordinary Event Consideration") receivable upon such consolidation, merger,
sale,  lease,  or conveyance by a holder of the number of shares of Common Stock
for which this  Warrant  might  have been  exercised  immediately  prior to such
consolidation,  merger,  sale,  lease,  or  conveyance,  and (ii) make effective
provision in its certificate of  incorporation  or otherwise,  if necessary,  to
effect such agreement.  Such agreement shall provide for adjustments  that shall
be as nearly equivalent as practicable to the adjustments in Section 5.

                  (b) In case of any reclassification or change of the shares of
Common Stock  issuable upon exercise of this Warrant (other than a change in par
value or from no par  value  to a  specified  par  value,  or as a  result  of a
subdivision or  combination,  but including any change in the shares into two or
more classes or series of shares),  or in case of any consolidation or merger of
another  corporation  into the  Company in which the  Company is the  continuing
corporation  and in which there is a  reclassification  or change  (including  a
change to the right to receive  cash or other  property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination,  but including any change
in the shares into two or more  classes or series of shares),  the Holder  shall
have the right  thereafter to receive


                                      -5-
<PAGE>

upon exercise of this Warrant  solely the kind and amount of shares of stock and
other securities,  property,  cash, or any combination  thereof  receivable upon
such  reclassification,  change,  consolidation,  or  merger  by a holder of the
number of  shares  of Common  Stock  for  which  this  Warrant  might  have been
exercised immediately prior to such reclassification,  change, consolidation, or
merger.  Thereafter,  appropriate  provision shall be made for adjustments  that
shall be as nearly equivalent as practicable to the adjustments in Section 5.

                  (c) The above  provisions  of this  Section 6 shall  similarly
apply to successive  reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales, leases, or conveyances.

         7. In case at any time the Company shall propose to:

                  (a) pay any  dividend  or make any  distribution  on shares of
Common  Stock in shares of Common  Stock or make any other  distribution  (other
than regularly  scheduled  cash dividends  which are not in a greater amount per
share than the most recent such cash  dividend) to all holders of Common  Stock;
or

                  (b) issue any rights,  warrants,  or other  securities  to all
holders of Common  Stock  entitling  them to purchase any  additional  shares of
Common Stock or any other rights, warrants, or other securities; or

                  (c)  effect  any  reclassification  or change  of  outstanding
shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance
of property; or

                  (d) effect any liquidation,  dissolution, or winding-up of the
Company; or

                  (e) take any other  action that would cause an  adjustment  to
the Exercise Price;

then,  and in any one or more of such  cases,  the  Company  shall give  written
notice  thereof,  by  registered  mail,  postage  prepaid,  to the Holder at the
Holder's address as it shall appear in the Warrant Register,  mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be  entitled  to  receive  any  such  dividend,  distribution,  rights,
warrants,  or other securities are to be determined,  (ii) the date on which any
such   reclassification,   change  of   outstanding   shares  of  Common  Stock,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution,  or winding-up is expected to become effective,  and the date as of
which it is expected  that  holders of record of shares of Common Stock shall be
entitled to exchange  their shares for  securities  or other  property,  if any,
deliverable   upon  such   reclassification,   change  of  outstanding   shares,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

         8. The issuance of any shares or other  securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities,  shall be made without charge to the Holder for
any tax or other  charge in respect of such  issuance.  The  Company  shall not,
however,  be  required  to pay any tax which may be  payable  in  respect of any


                                      -6-
<PAGE>

transfer  involved in the issue and delivery of any  certificate in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver any such certificate  unless and until the person or persons  requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         9. (a) Subject to the  provisions of this Section 9, if at any time the
Company  proposes to file a  registration  statement  under the Act covering its
shares of Common Stock (other than a registration statement filed under Form S-4
or Form S-8 or any successor  forms of the  Securities  and Exchange  Commission
(the  "Commission")),  it shall give to each holder of Warrants  and/or  Shares,
notice of such proposed  registration  (and a description of the form and manner
and other  relevant facts  involved in such proposed  registration)  at least 60
days prior to the filing of the  registration  statement  and shall  afford each
such holder who gives the Company  written notice not less than 15 days prior to
such filing that such holder then proposes to sell or distribute publicly all or
any  portion  of the  Shares  then  held,  or to be held upon  exercise  of such
Warrants,  the  opportunity  to have  such  shares  included  in the  securities
registered under the registration statement;  provided,  however, that following
the giving of notice of its  intention to register its  securities  and prior to
the effective date of the  registration  statement filed in connection with such
registration,  the Company may determine,  at its election,  not to register any
securities  pursuant to such registration,  and immediately thereon give written
notice of such  determination to each such holder who requested the registration
of its  securities  and,  thereupon,  shall be  relieved of its  obligations  to
register any  securities in connection  with such  registration;  and,  provided
further,  that prior to the effective date of the  registration  statement,  any
holder who has given the Company written notice of its desire to have its shares
included in the securities to be registered under the registration statement (an
"Electing  Holder") may  determine  not to include all or some of such shares in
such  registration  by providing  written  notice of such  determination  to the
Company.  All expenses,  disbursements and fees (including,  without limitation,
fees and expenses of counsel, auditing fees, printing expenses, registration and
filing fees and blue sky fees and expenses, but excluding any underwriting fees,
discounts or commissions)  incurred in connection  with the  registration by the
Company of any shares for any such holder under this Section 9(a) shall be borne
by the Company.

                  (b) If a  registration  pursuant to Section  9(a)  involves an
underwritten  offering and the managing or lead underwriter  advises the Company
in  writing  (with a copy to each  holder of  Warrants  and/or  Shares  that has
requested  registration)  that, in its good faith opinion,  the number of shares
proposed to be included in such  offering  exceeds the number of shares that can
reasonably be sold in (or during the time of) such  offering or otherwise  would
materially  and  adversely  affect its ability to effect such  offering upon the
terms proposed,  then the Company will include in such  registration the maximum
number of securities  that the Company is so advised  should be included in such
offering,  and the  Company,  all  Electing  Holders  and all other  holders  of
securities proposing to register shares in such offering shall share pro rata in
the number of shares of securities to be so excluded  from such  offering,  with
such sharing to be based upon the  respective  number of shares of securities as
to which registration has been requested by each such party.

                  (c) In  connection  with any  registration  under  the Act and
state securities laws pursuant to this Section 9, the Company shall furnish each
holder whose shares are registered  thereunder  with copies of the  registration
statement  and all  amendments  thereto  and will  supply  each such holder with
copies  of any  preliminary  and  final  prospectus  included  therein  in  such
quantities  as


                                      -7-
<PAGE>

may be necessary for the purposes of such proposed sale or distribution that the
holder or holders may reasonably request.

                  (d) In connection with any  registration of shares pursuant to
this Section 9, the Electing  Holders  whose shares are being  registered  shall
furnish the Company with such  information  concerning such Electing Holders and
the  proposed  sale  or  distribution  as  shall  be  required  for  use  in the
preparation of such registration statement and applications.

                  (e) (i) The Company  shall  indemnify  and hold  harmless each
holder  of  Common  Stock  registered   pursuant  to  this  Agreement  with  the
Commission,  or under  any state  securities  law or  regulation,  and each such
holder's officers, directors,  employees and agents and each person, if any, who
controls  such  holder  within the  meaning  of either  Section 15 of the Act or
Section 20 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), against any losses, claims,  damages or liabilities,  joint or several to
which such  holder or such other  person  may  become  subject  under the Act or
otherwise,  but  only  to the  extent  that  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereto)  arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus,  registration statement,  prospectus or any amendment or
supplement  thereto,  or arise out of or are based upon the  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading, and will reimburse each
such holder for any legal or other expenses  reasonably  incurred by such holder
in  connection  with  investigating  or  defending  any such  action  or  claim;
provided,  however, that the Company shall not be liable in any such case to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission (x) made in any such document in reliance  upon and in conformity  with
written information with respect to such holder furnished to the Company by such
holder  expressly for use therein or (y) made in any  preliminary  prospectus if
(A) such holder  failed to send or deliver a current copy of the  prospectus  to
the person asserting any such loss, claim, damage, or liability with or prior to
the delivery of written  confirmation of the sale of the securities concerned to
such person,  (B) it is determined that it was the responsibility of such holder
to provide  such  person  with a current  copy of the  prospectus,  and (C) such
current  copy of the  prospectus  would have  completely  corrected  such untrue
statement or omission.

                           (ii) Each holder of Common Stock registered  pursuant
to this Agreement will indemnify and hold harmless the Company and the Company's
officers, directors,  employees and agents and each person, if any, who controls
the Company  within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act,  against any and all losses,  claims,  damages or liabilities,
joint or several,  to which the Company or such other person may become  subject
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus,  registration statement or prospectus,  or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  and will reimburse the
Company  and such  other  persons  for any  legal or other  expenses  reasonably
incurred by any of them in connection with  investigating  or defending any such
action or claim, in each case to the extent,  but only to the extent,  that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in any such  document,  in reliance  upon and in  conformity  with  written


                                      -8-
<PAGE>

information  with respect to such holder furnished to the Company by such holder
expressly for use therein.

                           (iii) Promptly after receipt by an indemnified  party
under Sections 9(e)(i) or (ii) of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying  party under either such section,  notify the indemnifying party in
writing of the  commencement  thereof;  provided,  however,  that the failure or
delay of any  indemnified  party to give  notice as  provided  herein  shall not
relieve the  indemnifying  party of its  obligations  under this  Section  9(e),
except to the extent that the  indemnifying  party is  materially  prejudiced by
such failure or delay to give  notice.  In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying  party of the
commencement  thereof,  the  indemnifying  party shall be entitled to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party by
notice in writing to the indemnified party. After receipt of written notice from
the indemnifying  party to such indemnified  party of its election to assume the
defense thereof,  the  indemnifying  party shall not, except as set forth in the
following  sentence,  be liable to such  indemnified  party under either of such
sections for any legal expenses of other counsel or any other expenses,  in each
case  subsequently  incurred by such  indemnified  party, in connection with the
defense thereof other than reasonable costs of  investigation  incurred prior to
the   assumption   by   the   indemnifying   party.   The   preceding   sentence
notwithstanding,  the  indemnified  party shall have the right to employ its own
counsel and direct its  defense,  with the fees and expenses of such counsel and
such other expenses  related thereto to be borne by the  indemnifying  party, if
the indemnified party shall have reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
indemnifying  party.  The  indemnifying  party  shall  not  be  liable  for  any
settlement of any claim or action effected  without its written  consent,  which
consent shall not be unreasonably withheld.


                           (iv)  If the  indemnification  provided  for in  this
Section 9(e) is  unavailable  or  insufficient  to hold harmless an  indemnified
party under  Sections  9(e)(i) or (ii) above (other than by reason of exceptions
provided  in such  sections)  in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
indemnifying  party  shall  contribute  to the  amount  paid or  payable by such
indemnified  party, as a result of such losses,  claims,  damages or liabilities
(or actions in respect  thereof) in such proportion as is appropriate to reflect
the  relative  benefits  received by the Company and the holder or holders  from
this Agreement and from the offering of the shares of Common Stock. If, however,
the allocation  provided by the immediately  preceding sentence is not permitted
by applicable law, then each indemnifying  party shall contribute to such amount
paid or payable by such  indemnified  party in such proportion as is appropriate
to reflect not only such  relative  benefits but also the relative  fault of the
Company and the holders in connection  with the  statements  or omissions  which
resulted in such losses,  claims,  damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable  considerations.  The relative
fault shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the holder and the parties' relative intent, knowledge, access to information
and  opportunity to correct or prevent such  statement or omission.  The Company
and the holders  agree that it would not be just and  equitable if  contribution
pursuant to this Section  9(e)(iv) were determined by pro rata allocation  (even
if the  holders  were  treated as one entity for such  purpose)  or by any other
method  of   allocation   which  does  not  take  into  account  the   equitable
considerations referred to above in


                                      -9-
<PAGE>

this Section 9(e)(iv).  Except as provided in Section 9(e)(iii), the amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities  (or actions in respect  thereof)  referred to above in this Section
9(e)(iv)  shall be deemed to  include  any  legal or other  expenses  reasonably
incurred by such indemnified party in connection with investigating or defending
any such  action or  claim.  No person  guilty of  fraudulent  misrepresentation
(within  the  meaning  of  Section  11(f)  of the  Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.  Notwithstanding  any  provision  in this Section 9(e) to the
contrary, no Holder shall be liable for any amount, in the aggregate,  in excess
of the net proceeds to such Holder from the sale of such holder's  Shares giving
rise to such losses, claims, damages or liabilities.

                  (v) The  obligations  of the Company  under this  Section 9(e)
shall be in addition to any liability  which the Company may  otherwise  have at
law or in equity.

         10. Unless  registered  pursuant to the provisions of Section 9 hereof,
the Shares  issued  upon  exercise  of this  Warrant  shall be subject to a stop
transfer order and the certificate or certificates  evidencing such Shares shall
bear the following legend:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT"),  OR ANY  STATE
SECURITIES  LAWS, AND NEITHER SUCH  SECURITIES  NOR ANY INTEREST  THEREIN MAY BE
OFFERED,  SOLD,  PLEDGED,   ASSIGNED  OR  OTHERWISE  TRANSFERRED  UNLESS  (1)  A
REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS,  OR (2) THE COMPANY  RECEIVES AN OPINION OF
COUNSEL  TO THE  HOLDER  OF SUCH  SECURITIES,  WHICH  COUNSEL  AND  OPINION  ARE
REASONABLY  SATISFACTORY  TO THE COMPANY,  THAT SUCH  SECURITIES MAY BE OFFERED,
SOLD,  PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER  CONTEMPLATED  WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR APPLICABLE  STATE SECURITIES
LAWS."

         11. Upon receipt of evidence  satisfactory  to the Company of the loss,
theft,  destruction,  or  mutilation  of any Warrant (and upon  surrender of any
Warrant if  mutilated),  the  Company  shall  execute  and deliver to the Holder
thereof a new Warrant of like date, tenor, and denomination.

         12. The Holder of any Warrant  shall not have solely on account of such
status, any rights of a stockholder of the Company,  either at law or in equity,
or to any notice of meetings of stockholders or of any other  proceedings of the
Company, except as provided in this Warrant.

         13. The Company may by notice to the Holders of all the  Warrants  make
any changes or  corrections in the Warrants (i) that it shall deem in good faith
appropriate  to cure any ambiguity or to correct any  defective or  inconsistent
provision or manifest  mistake or error contained in the Warrants;  or (ii) that
it may deem  necessary or  desirable  and which shall not  adversely  affect the
interests of the holders of Warrants; provided, however, that the Warrants shall
not otherwise be modified,  supplemented  or altered in any respect  except with
the consent in writing of the Holders of Warrants representing not less than 50%
of the Warrants then outstanding;  and provided,  further, that no change in the
number  or  nature  of the  securities  purchasable  upon the  exercise  of this
Warrant,  or


                                      -10-
<PAGE>

increasing the Exercise Price therefor,  or the  acceleration of the termination
of the  Exercise  Period,  shall be made  without  the consent in writing of the
Holders of Warrants  representing  not less than two-thirds of the Warrants then
outstanding  (other than such  changes as are  specifically  prescribed  by this
Warrant as originally executed or are made in compliance with applicable law).

         14. This Warrant has been  negotiated  and  consummated in the State of
Texas and shall be construed in  accordance  with the laws of the State of Texas
applicable to contracts made and performed within such State,  without regard to
principles governing conflicts of law.

Dated:  August 1, 2003

                                   GOLD BOND RESOURCES, INC.

Attest:

                                   By:/s/
                                      ------------------------------------------
                                   Name: Parrish B. Ketchmark
Secretary                          Title:   President



                                      -11-
<PAGE>


                                    EXHIBIT A

                            GOLD BOND RESOURCES, INC.
                                  EXERCISE FORM

         (To be completed and signed only upon exercise of the Warrants)

To:      Gold Bond Resources, Inc.
         10701 Corporate Drive, Suite 150
         Stafford, Texas 77477

         Attention: Secretary

         The  undersigned  hereby  exercises  his  or  its  rights  to  purchase
___________ Shares covered by the within Warrant and tenders payment herewith in
the amount of $_________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:

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

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

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


                                    (Print Name, Address and Social Security
                                          or Tax Identification Number)

and, if such number of Shares shall not be all the Shares  covered by the within
Warrant,  that a new Warrant for the balance of the Shares covered by the within
Warrant be registered in the name of, and delivered to, the  undersigned  at the
address stated below.

Dated: ____________, ________               Name:______________________________
                                                         (Please Print)

                                         Address:______________________________

                                                 ______________________________

                                                 ______________________________

                                                 ____________________(Signature)


                                      -12-
<PAGE>

                                    EXHIBIT B

                            GOLD BOND RESOURCES, INC.

                               FORM OF ASSIGNMENT

       (To be executed by the registered holder if such holder desires to
                        transfer the attached Warrant.)

To:      Gold Bond Resources, Inc.
         10701 Corporate Drive, Suite 150
         Stafford, Texas 77477

         Attention: Secretary

         FOR  VALUE  RECEIVED,   _______________   hereby  sells,  assigns,  and
transfers  unto  _______________  that  certain  Warrant  (Number  W-______)  to
purchase  __________ shares of Common Stock, par value $0.001 per share, of Gold
Bond  Resources,  Inc.  (the  "Company"),  together with all right,  title,  and
interest   therein,   and  does  hereby   irrevocably   constitute  and  appoint
________________________  attorney to transfer  such Warrant on the books of the
Company, with full power of substitution.

Dated:
       --------------------

                                      Signature:
                                                -------------------------------

                                     NOTICE:

         The signature on the foregoing  Assignment  must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


                                      -13-