Exhibit 10.4
                                                                         Form of
                                                                Series A Warrant

                                 FORM OF WARRANT

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE  TO THE  COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED.

COMMON STOCK PURCHASE WARRANT

1. Issuance.  In consideration of good and valuable  consideration,  the receipt
and  sufficiency of which is hereby  acknowledged  by MANU FORTI GROUP,  INC., a
Nevada corporation (the "Company"), _______________________,  registered assigns
(the  "Holder") is hereby granted the right to purchase at any time, on or after
the Issue  Date (as  defined  below)  until 5:00 P.M.,  San Diego  time,  on the
Expiration    Date   (as   defined    below),    ___________________    Thousand
___________________  (________)  fully  paid  and  nonassessable  shares  of the
Company's Common Stock,  par value $.001 per share (the "Common  Stock"),  at an
exercise price per share (the "Exercise  Price") of $1.50. This Warrant is being
issued  pursuant  to the  terms  of that  the  terms  of the  Private  Placement
Memorandum  and  Subscription  Agreement,  dated as of  September  12, 2005 (the
"Agreement"),  to which the  Company  and Holder  (or  Holder's  predecessor  in
interest) are parties. Capitalized terms not otherwise defined herein shall have
the meanings  ascribed to them in the  Agreement.  This  Warrant was  originally
issued to the Holder or the Holder's  predecessor  on  __________________,  2005
(the "Issue Date").

2. Exercise of Warrants.

      2.1   General.

            (a) This Warrant is  exercisable in whole or in part at any time and
from  time  to time  commencing  on the  Issue  Date.  Such  exercise  shall  be
effectuated  by submitting to the Company  (either by delivery to the Company or
by facsimile  transmission as provided in Section 8 hereof) a completed and duly
executed Notice of Exercise  (substantially in the form attached to this Warrant
Certificate)  as provided in the Notice of Exercise  (or revised by notice given
by  the  Company  as  contemplated  by  the  Section  headed  "NOTICES"  in  the
Agreement).  The date such Notice of  Exercise is faxed to the Company  shall be
the  "Exercise  Date,"  provided  that,  if such  exercise  represents  the full
exercise of the outstanding  balance of the Warrant,  the Holder of this Warrant
tenders this  Warrant  Certificate  to the Company  within five (5) Trading Days
thereafter.  The  Notice of  Exercise  shall be  executed  by the Holder of this
Warrant  and  shall  indicate  (i) the  number of shares  then  being  purchased
pursuant to such exercise and (ii) if applicable  (as provided  below),  whether
the exercise is a cashless exercise.


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            (b) The Exercise Price per share of Common Stock for the shares then
being exercised shall be payable,  at the election of the Holder,  in cash or by
certified  or  official  bank  check  or by wire  transfer  in  accordance  with
instructions provided by the Company at the request of the Holder.

            (c) Upon the  appropriate  payment  of the  Exercise  Price  for the
shares of Common Stock  purchased,  together  with the surrender of this Warrant
Certificate,   the  Holder  shall  be  entitled  to  receive  a  certificate  or
certificates  for the shares of Common  Stock so  purchased.  The Company  shall
deliver such certificates representing the Warrant Shares in accordance with the
instructions  of  the  Holder  as  provided  in  the  Notice  of  Exercise  (the
certificates  delivered in such manner, the "Warrant Share Certificates") within
three (3) Trading Days (such third Trading Day, a "Warrant Share Delivery Date")
of the date the payment of the Exercise Price for the relevant Warrant Shares is
received by the Company.

            (d) The  Holder  shall be  deemed  to be the  holder  of the  shares
issuable to it in  accordance  with the  provisions  of this  Section 2.1 on the
Exercise Date.

            (e) The  Holder  may elect to  exercise  a portion  of this  Warrant
without  electing  to redeem  the  balance  of this  Warrant,  unless if (i) the
stock's bid price closes above the "A" warrant  exercise  price,  or $1.50,  for
more than 10 consecutive  trading days,  and (ii) its cumulative  trading volume
within that 10 day period is at least 2 times the number of  cumulative  warrant
shares in this series which are outstanding and unexercised  during that period,
then warrant holders must exercise  remaining balance of Warrant in its entirety
within  60 days  from the  first  day  immediately  after the last day of the 10
consecutive trading day period (the "Mandatory Warrant Exercise").

      2.2 Certain  Definitions.  As used herein, each of the following terms has
the meaning set forth below, unless the context otherwise requires:

            (a)  "Expiration  Date" means the date on which the last calendar of
the month in which the fifth anniversary of the Effective Date occurs.

3. Reservation of Shares. The Company hereby agrees that at all times during the
term of this Warrant  there shall be reserved for issuance upon exercise of this
Warrant, the Reservation  Percentage of the number of shares of its Common Stock
as shall be required for issuance of the Warrant Shares for the then unexercised
portion of this  Warrant.  For the  purposes of such  calculations,  the Company
should assume that the outstanding  portion of this Warrants were exercisable in
full at any time,  without  regard to any  restrictions  which  might  limit the
Holder's right to exercise any portion of this Warrant held by the Holder.

4.  Mutilation  or Loss of  Warrant.  Upon  receipt by the  Company of  evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.


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5. Rights of the Holder. Except as set forth in this Section 5, the Holder shall
not,  by virtue  hereof,  be  entitled  to any  rights of a  stockholder  in the
Company,  either at law or equity,  and the rights of the Holder are  limited to
those  expressed  in this  Warrant and are not  enforceable  against the Company
except to the extent set forth herein.  Notwithstanding  the  provisions of this
Warrant,  the Agreement or of the other Transaction  Agreements,  if the Company
shall declare a dividend upon the Common Stock (whether  payable out of earnings
or earned  surplus or  otherwise),  then the Company  shall pay to the Holder an
amount  equal to the dividend  payment  which would have been paid to the Holder
had all of the Holder's  unexercised Warrants outstanding on the record date for
determining  the amount of dividend  payments to be paid to security  holders of
the  Company  been  exercised  as of the close of  business  on the  Trading Day
immediately before such record date.

6. Protection Against Dilution and Other Adjustments.

      6.1  Adjustment  Mechanism.  If an  adjustment  of the  Exercise  Price is
required  pursuant to this Section 6 (other than pursuant to Section  6.4),  the
Holder  shall be entitled to purchase  such number of shares of Common  Stock as
will cause (i) (x) the total number of shares of Common Stock Holder is entitled
to purchase  pursuant to this Warrant  following such adjustment,  multiplied by
(y) the adjusted  Exercise Price per share,  to equal the result of (ii) (x) the
dollar  amount of the total  number of shares of Common Stock Holder is entitled
to purchase before adjustment, multiplied by (y) the total Exercise Price before
adjustment.

      6.2  Capital  Adjustments.  In case of any stock  split or  reverse  stock
split, stock dividend,  reclassification of the Common Stock,  recapitalization,
merger or  consolidation  (where the Company is not the surviving  entity),  the
provisions  of this  Section 6 shall be  applied as if such  capital  adjustment
event  had  occurred  immediately  prior  to the  date of this  Warrant  and the
original  Exercise Price had been fairly  allocated to the stock  resulting from
such capital  adjustment;  and in other  respects the provisions of this Section
shall be  applied  in a fair,  equitable  and  reasonable  manner  so as to give
effect,  as nearly as may be,  to the  purposes  hereof.  A rights  offering  to
stockholders  shall be deemed a stock  dividend  to the  extent  of the  bargain
purchase element of the rights. The Company will not effect any consolidation or
merger,  unless prior to the  consummation  thereof,  the successor or acquiring
entity  (if  other  than the  Company)  and,  if an  entity  different  from the
successor or acquiring  entity,  the entity  whose  capital  stock or assets the
holders of the Common  Stock of the Company are  entitled to receive as a result
of such  consolidation  or merger assumes by written  instrument the obligations
under this  Warrant  (including  under this  Section 6) and the  obligations  to
deliver to the holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing  provisions,  the holder may be entitled to
acquire.

      6.3 Adjustment for Spin Off. If, for any reason,  prior to the exercise of
this Warrant in full,  the Company  spins off or otherwise  divests  itself of a
part of its business or operations or disposes all or of a part of its assets in
a  transaction   (the  "Spin  Off')  in  which  the  Company  does  not  receive
compensation for such business,  operations or assets,  but causes securities of
another entity (the "Spin Off  Securities") to be issued to security  holders of
the Company, then the Company shall cause (i) to be reserved Spin Off Securities
equal to the number  thereof  which would have been issued to the Holder had all
of the Holder's unexercised Warrants outstanding on the record date (the "Record
Date") for determining the amount and number of Spin Off Securities to be issued
to security holders of the Company (the  "Outstanding  Warrants") been exercised
as of the close of business on the  Trading  Day  immediately  before the Record
Date (the  "Reserved  Spin Off Shares"),  and (ii) to be issued to the Holder on
the  exercise  of all or any of the  Outstanding  Warrants,  such  amount of the
Reserved Spin Off Shares equal to (x) the Reserved  Spin Off Shares,  multiplied
by (y) a fraction,  of which (I) the numerator is the amount of the  Outstanding
Warrants then being  exercised,  and (II) the  denominator  is the amount of the
Outstanding Warrants.


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<PAGE>

7.1 Transfer to Comply with the Securities Act; Registration Rights.

      7.1 Transfer.  This Warrant has not been  registered  under the Securities
Act of 1933,  as  amended,  (the  "Act")  and has been  issued to the Holder for
investment and not with a view to the  distribution of either the Warrant or the
Warrant Shares.  Neither this Warrant nor any of the Warrant Shares or any other
security  issued  or  issuable  upon  exercise  of  this  Warrant  may be  sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement  under the Act  relating  to such  security  or an  opinion of counsel
satisfactory  to the Company that  registration  is not required  under the Act.
Each  certificate  for the Warrant,  the Warrant  Shares and any other  security
issued or issuable  upon  exercise of this Warrant shall contain a legend on the
face  thereof,  in form and substance  satisfactory  to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.

      7.2  Registration  Rights.  Reference is made to the  Registration  Rights
Agreement. The Company's obligations under the Registration Rights Agreement and
the other terms and  conditions  thereof  with  respect to the  Warrant  Shares,
including,  but not necessarily  limited to, the Company's  commitment to file a
registration statement including the Warrant Shares, to have the registration of
the Warrant Shares completed and effective,  and to maintain such  registration,
are incorporated herein by reference.

8. Notices.  Any notice required or permitted hereunder shall be given in manner
provided herein:

                  If to Company at:   7770 Regents Road
                                      Suite 114-401
                                      San Diego CA 92122

                  If to Holder at:    _______________________
                                      _______________________
                                      _______________________
                                      _______________________

9. Supplements and Amendments;  Whole Agreement.  This Warrant may be amended or
supplemented only by an instrument in writing signed by the parties hereto. This
Warrant  contains the full  understanding  of the parties hereto with respect to
the  subject  matter  hereof  and  thereof  and  there  are no  representations,
warranties,  agreements or understandings  other than expressly contained herein
and therein.


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10.  Governing Law. This Warrant shall be deemed to be a contract made under the
laws of the State of  California  for  contracts to be wholly  performed in such
state and without giving effect to the principles thereof regarding the conflict
of laws. Each of the parties  consents to the jurisdiction of the federal courts
whose  districts  encompass  any part of the  County  of San  Diego or the state
courts  of the  State  of  California  sitting  in the  County  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.  To the  extent  determined  by such  court,  the  Company  shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Buyer in  enforcement of or protection of any of its rights under any of the
Transaction Agreements.

11. JURY TRIAL  WAIVER.  The Company and the Holder hereby waive a trial by jury
in any  action,  proceeding  or  counterclaim  brought by either of the  Parties
hereto  against the other in respect of any matter  arising out or in connection
with this Warrant.

12. Counterparts. This Warrant may be executed in any number of counterparts and
each of such  counterparts  shall for all  purposes be deemed to be an original,
and all  such  counterparts  shall  together  constitute  but  one and the  same
instrument.

13. Descriptive  Headings.  Descriptive headings of the several Sections of this
Warrant are  inserted for  convenience  only and shall not control or affect the
meaning or construction of any of the provisions hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
the ___th day of September, 2005.

                                          MANU FORTI GROUP, INC.

                                          By:
                                             -------------------------------

                                          ----------------------------------
                                          (Print Name)

                                          ----------------------------------
                                          (Title)


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NOTICE OF EXERCISE OF WARRANT

TO:       MANU FORTI, INC.                VIA FAX: (858) 362-1441
          7770 Regents Road
          Suite 113-401
          San Diego, CA  92111

AND TO:   TODD M. PITCHER                 VIA FAX (858) 279-1799
          3435 Aldford Drive
          San Diego, CA  92111
          Attn:  Chairman

      The  undersigned   hereby   irrevocably  elects  to  exercise  the  right,
represented   by   the   Common   Stock   Purchase   Warrant,    dated   as   of
________________________,  20__,  to  purchase  __________  shares of the Common
Stock, par value $0.001 per share ("Common  Stock"),  of MANU FORTI GROUP,  INC.
and tenders  herewith  payment in accordance with Section 2 of said Common Stock
Purchase Warrant, as follows:

( )   CASH:  $________________________  = (Exercise Price x Exercise Shares)

Payment is being made by:
( )   enclosed check
( )   wire transfer
( )   other

      It is the intention of the Holder to comply with the provisions of Section
2.2 of the Warrant  regarding  certain  limits on the Holder's right to exercise
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believes  this  exercise  complies  with the  provisions  of said  Section  2.2.
Nonetheless,  to the extent that,  pursuant to the exercise effected hereby, the
Holder would have more shares than  permitted  under said  Section,  this notice
should be amended and revised,  ab initio,  to refer to the exercise which would
result in the issuance of shares  consistent with such  provision.  Any exercise
above such amount is hereby deemed void and revoked.

      As contemplated by the Warrant, this Notice of Conversion is being sent by
facsimile to the telecopier number and officer indicated above.

      If this Notice of Exercise represents the full exercise of the outstanding
balance of the Warrant,  the Holder either (1) has  previously  surrendered  the
Warrant to the Company or (2) will  surrender (or cause to be  surrendered)  the
Warrant to the Company at the address  indicated above by express courier within
five (5) Trading Days after delivery or facsimile transmission of this Notice of
Exercise.


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      The certificates  representing the Warrant Shares should be transmitted by
the Company to the Holder

            |_|   via express courier, or
            |_|   by electronic transfer

after  receipt  of  this  Notice  of  Exercise  (by  facsimile  transmission  or
otherwise) to:

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

------------------------------
[Name of Holder]

By:
   ---------------------------


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