WARRANT AGREEMENT


Pultronex Corporation,  a Nevada corporation (Company),  and American Securities
Transfer & Trust, Inc. (AST),  12039 West Alameda Parkway,  Suite Z-2, Lakewood,
Colorado 80228, a Colorado corporation (Warrant Agent), agree as follows:

1.   PURPOSE.  The  Company has offered  and sold _____  Common  Stock  Purchase
     Warrants permitting the purchase of _______ Shares (Warrant).

2.   WARRANTS.  Each  Warrant will  entitle the  registered  holder of a Warrant
     (Warrant  Holder) to  purchase  from the Company one (1) Share at $2.00 per
     share (Exercise  Price). A Warrant Holder may exercise all or any number of
     Warrants resulting in the purchase of a whole number of Shares.

3.   EXERCISE  PERIOD.  The  Warrants  may be  exercised  at any time during the
     period  commencing on the date of issuance and ending at 3:00 p.m.,  Denver
     Colorado time on the last day of the eighteenth  (18th) month following the
     date on which the  Company's  common  stock is listed  for  trading  on the
     National  Association of Securities Dealers,  Inc., OTC Electronic Bulletin
     Board  Market  or other  NASDAQ  market  or  national  recognized  exchange
     (Expiration  Date) except as changed by Section 12 of this  Agreement.  The
     Company shall provide AST with written  notice of such listing on or before
     the next business day. After the Expiration Date, any unexercised  Warrants
     will be void and all rights of Warrant Holders shall cease.

4.   CERTIFICATES. The Warrant Certificates shall be in registered form only and
     shall be  substantially in the form set forth in Exhibit A attached to this
     Agreement.  Warrant  Certificates  shall be signed  by,  or shall  bear the
     facsimile  signature of, the  President or a Vice  President of the Company
     and the Secretary or an Assistant Secretary of the Company and shall bear a
     facsimile of the Company's  corporate seal. If any person,  whose facsimile
     signature has been placed upon any Warrant  Certificate or the signature of
     an officer of the Company, shall have ceased to be such officer before such
     Warrant  Certificate is countersigned,  issued and delivered,  such Warrant
     Certificate  shall be  countersigned,  issued and  delivered  with the same
     effect as if such  person had not ceased to be such  officer.  Any  Warrant
     Certificate  may be signed by, or made to bear the facsimile  signature of,
     any  person  who at the  actual  date of the  preparation  of such  Warrant
     Certificate  shall be a proper  officer of the Company to sign such Warrant
     Certificate  even though such person was not such an officer  upon the date
     of the Agreement.

5.   COUNTERSIGNING. Warrant Certificates shall be manually countersigned by the
     Warrant   Agent  and  shall  not  be  valid  for  any  purpose   unless  so
     countersigned.  The Warrant Agent hereby is authorized to  countersign  and
     deliver to, or in accordance with the  instructions  of, any Warrant Holder
     any Warrant Certificate which is properly issued.
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6.   REGISTRATION  OF  TRANSFER  AND  EXCHANGES.  Subject to the  provisions  of
     Section 4, the Warrant  Agent shall from time to time register the transfer
     of any  outstanding  Warrant  Certificate  upon records  maintained  by the
     Warrant Agent for such purpose upon  surrender of such Warrant  Certificate
     to the Warrant Agent for transfer,  accompanied by appropriate  instruments
     of transfer in form  satisfactory  to the Company and the Warrant Agent and
     duly executed by the Warrant Holder or a duly authorized attorney. Upon any
     such registration of transfer, a new Warrant Certificate shall be issued in
     the name of and to the transferee and the surrendered  Warrant  Certificate
     shall be cancelled.

7.   EXERCISE OF WARRANTS.

     a.   Any one  Warrant  or any  multiple  of one  Warrant  evidenced  by any
          Warrant  Certificate  may be exercised upon any single  occasion on or
          after the  Exercise  Date,  and on or before the  Expiration  Date.  A
          Warrant shall be exercised by the Warrant  Holder by  surrendering  to
          the Warrant Agent the Warrant Certificate evidencing such Warrant with
          the  exercise  form on the reverse of such  Warrant  Certificate  duly
          completed and executed and  delivering to the Warrant  Agent,  by good
          check or bank draft payable to the order of the Company,  the Exercise
          Price for each Share to be purchased.

     b.   Upon receipt of a Warrant  Certificate  with the exercise form thereon
          duly executed  together with payment in full of the Exercise Price for
          the Shares for which  Warrants are then being  exercised,  the Warrant
          Agent shall  requisition  from any transfer agent for the Shares,  and
          upon receipt shall make delivery of, certificates evidencing the total
          number of whole Shares for which Warrants are then being  exercised in
          such names and  denominations  as are  required for delivery to, or in
          accordance  with  the  instructions  of,  the  Warrant  Holder.   Such
          certificates  for the  Shares  shall be deemed to be  issued,  and the
          person whom such  Shares are issued of record  shall be deemed to have
          become  a  holder  of  record  of such  Shares,  as of the date of the
          surrender  of such  Warrant  Certificate  and payment of the  Exercise
          Price,  whichever shall last occur,  provided that if the books of the
          Company with  respect to the Shares shall be deemed to be issued,  and
          the person to whom such Shares are issued of record shall be deemed to
          have become a record  holder of such  Shares,  as of the date on which
          such  books  shall  next be open  (whether  before,  on or  after  the
          Expiration Date) but at the Exercise Price,  whichever shall have last
          occurred, to the Warrant Agent.

     c.   If less than all the Warrants  evidenced by a Warrant  Certificate are
          exercised upon a single  occasion,  a new Warrant  Certificate for the
          balance of the Warrants not so exercised shall be issued and delivered
          to, or in accordance with, transfer instructions properly given by the
          Warrant Holder until the Expiration Date.

     d.   All Warrant  Certificates  surrendered  upon  exercise of the Warrants
          shall be cancelled.

     e.   Upon the exercise,  or  conversion  of any Warrant,  the Warrant Agent
          shall promptly deposit the payment into an escrow account  established
          by  mutual  agreement  of the  Company  and  the  Warrant  Agent  at a
          federally  insured  commercial bank. All funds deposited in the escrow
          account  will be  disbursed on a weekly basis to the Company once they
          have been  determined by the Warrant Agent to be collected  funds.  No
          interest will be paid to the issuer on these funds. Once the funds are
          determined  to be  collected,  the Warrant Agent shall cause the share
          certificate(s) representing the exercised Warrants to be issued.


     f.   Expenses incurred by American  Securities Transfer & Trust, Inc. while
          acting in the  capacity as Warrant  Agent will be paid by the Company.
          These expenses,  including  delivery of exercised share certificate to
          the  shareholder,  will be deducted  from the exercise  fee  submitted
          prior to distribution of funds to the Company.  A detailed  accounting
          statement  relating  to the  number  of  shares  exercised,  names  of
          registered  Warrant  Holder(s)  and the net amount of exercised  funds
          remitted  will be  given  to the  Company  with  the  payment  of each
          exercise amount.

     g.   At the time of exercise of the  Warrant(s),  the transfer fee is to be
          paid by the Company.  The fee will be deducted from the proceeds prior
          to distribution to the Company.

8.   TAXES. The Company will pay all taxes  attributable to the initial issuance
     of Shares upon  exercise of Warrants.  The Company shall not,  however,  be
     required  to pay any tax which may be payable  in  respect to any  transfer
     involved  in any  issue  of  Warrant  Certificates  or in the  issue of any
     certificates  of Shares in the name other than that of the  Warrant  Holder
     upon the exercise of any Warrant.
                                       79
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9.   MUTILATED OR MISSING  WARRANT  CERTIFICATES.  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 Registered  Owner  requesting  issuance of a new
     Warrant  Certificate  shall be required to secure an indemnity bond from an
     approved  surety  bonding  company.  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  substitute  Warrant  Certificate  shall also  comply with such other
     regulations and pay such other reasonable  charges as the Warrant Agent may
     prescribe.

10.  RESERVATION  OF SHARES.  For the purpose of enabling the Company to satisfy
     all obligations to issue Shares upon exercise of Warrants, the Company will
     at all times reserve and keep available free from preemptive rights, out of
     the aggregate of its  authorized  but unissued  shares,  the full number of
     Shares  which may be issued  upon the  exercise of the  Warrants  will upon
     issue be fully  paid and  nonassessable  by the  Company  and free from all
     taxes,  liens,  charges and  security  interests  with respect to the issue
     thereof.

11.  GOVERNMENTAL  RESTRICTIONS.  If any Shares  issuable  upon the  exercise of
     Warrants require  registration or approval of any  governmental  authority,
     the Company will endeavor to secure such registration or approval; provided
     that in no event  shall such Shares be issued,  and the Company  shall have
     the  authority  to  suspend  the  exercise  of  all  Warrants,  until  such
     registration  or approval shall have been obtained;  but all Warrants,  the
     exercise  of which  is  requested  during  any  such  suspension,  shall be
     exercisable  at the  Exercise  Price.  If any  such  period  of  suspension
     continues  past the Expiration  Date,  all Warrants,  the exercise of which
     have  been  requested  on  or  prior  to  the  Expiration  Date,  shall  be
     exercisable upon the removal of such suspension until the close of business
     on  the  business  day   immediately   following  the  expiration  of  such
     suspension.

12.  ADJUSTMENTS.  If prior to the exercise of any  Warrants,  the Company shall
     have  effected  one or more  stock  split-ups,  stock  dividends  or  other
     increases  or  reductions  of the  number  of shares of its $____ par value
     common stock outstanding without receiving compensation therefore in money,
     services or property,  the number of shares of common stock  subject to the
     Warrant  granted  shall,  (i) if a net increase shall have been effected in
     the  number  of  outstanding  shares  of the  Company's  common  stock,  be
     proportionately  increased,  and the cash  consideration  payable per share
     shall be proportionately  reduced,  and, (ii) if a net reduction shall have
     been effected in the number of outstanding  shares of the Company's  common
     stock, be proportionately  reduced and the cash  consideration  payable per
     share be proportionately increased.

13.  NOTICE TO WARRANT HOLDERS.  Upon any adjustment as described in Section 13,
     the Company within 20 days thereafter  shall (i) cause to be filed with the
     Warrant Agent a certificate  signed by a Company  officer setting forth the
     details of such  adjustment,  the method of calculation  and the facts upon
     which such  calculation  is based,  which  certificate  shall be conclusive
     evidence of the  correctness  of the matters  set forth  therein,  and (ii)
     cause written notice of such adjustments to be given to each Warrant Holder
     as of the record date applicable to such  adjustment.  Also, if the Company
     proposes  to  enter  into  any  reorganization,  reclassification,  sale of
     substantially  all  of  its  assets,  consolidation,  merger,  dissolution,
     liquidation  or winding up, the  Company  shall give notice of such fact at
     least 20 days prior to such  action to all  Warrant  Holders  which  notice
     shall set forth such facts as  indicate  the effect of such  action (to the
     extent such effect may be known at the date of such notice) on the Exercise
     Price  and the kind and  amount  of the  shares  or  other  securities  and
     property  deliverable  upon exercise of the Warrants.  Without limiting the
     obligation  of the  Company  hereunder  to provide  notice to each  Warrant
     Holder,  failure of the Company to give  notice  shall not  invalidate  any
     corporate action taken by the Company.

14.  NO  FRACTIONAL  WARRANTS OR SHARES.  The  Company  shall not be required to
     issue  fractions of Warrants upon the reissue of Warrants,  any adjustments
     as described in Section 13 or otherwise; but the Company in lieu of issuing
     any such  fractional  interest,  shall round up or down to the nearest full
     Warrant. If the total Warrants  surrendered by exercise would result in the
     issuance of a fractional  share, the Company shall not be required to issue
     a fractional  share but rather the aggregate number of shares issuable will
     be rounded up or down to the nearest full share.
                                       80
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15.  RIGHTS OF WARRANT  HOLDERS.  No  Warrant  Holder,  as such,  shall have any
     rights of a shareholder  of the Company,  either at law or equity,  and the
     rights  of the  Warrant  Holders,  as such,  are  limited  to those  rights
     expressly  provided in this Agreement or in the Warrant  Certificates.  The
     Company and the Warrant Agent may treat the  registered  Warrant  Holder in
     respect of any Warrant  Certificates  as the absolute owner thereof for all
     purposes notwithstanding any notice to the contrary.

16.  WARRANT AGENT.  The Company hereby appoints the Warrant Agent to act as the
     agent of the Company and the Warrant Agent hereby accepts such  appointment
     upon the  following  terms and  conditions  by all of which the Company and
     every Warrant Holder, by acceptance of his Warrants, shall be bound:


     a.   Statements contained in this Agreement and in the Warrant Certificates
          shall be taken as statements of the Company. The Warrant Agent assumes
          no  responsibility  for the correctness of any of the same except such
          as describes  the Warrant  Agent or for action taken or to be taken by
          the Warrant Agent.

     b.   The  Warrant  Agent  shall not be  responsible  for any failure of the
          Company to comply with any of the  Company's  covenants  contained  in
          this Agreement or in the Warrant Certificates.

     c.   The Warrant Agent may consult at any time with counsel satisfactory to
          it (who may be counsel for the  Company)  and the Warrant  Agent shall
          incur no liability or  responsibility to the Company or to any Warrant
          Holder in  respect  of any  action  taken,  suffered  or omitted by it
          hereunder  in good  faith and in  accordance  with the  opinion or the
          advice  of  such  counsel,  provided  the  Warrant  Agent  shall  have
          exercised reasonable care in the selection and continued employment of
          such counsel.

     d.   The Warrant  Agent shall incur no liability or  responsibility  to the
          Company or to any Warrant Holder for any action taken in reliance upon
          any notice,  resolution,  waiver, consent, order, certificate or other
          paper, document or instrument believed by it to be genuine and to have
          been signed, sent or presented by the proper party or parties.

     e.   The Company agrees to pay to the Warrant Agent reasonable compensation
          for all  services  rendered by the Warrant  Agent in the  execution of
          this Agreement, to reimburse the Warrant Agent for all expenses, taxes
          and  governmental  charges and all other charges of any kind or nature
          incurred by the Warrant Agent in the  execution of this  Agreement and
          to indemnify  the Warrant  Agent and save it harmless  against any and
          all liabilities, including judgments, costs and counsel fees, for this
          Agreement except as a result of the Warrant Agent's  negligence or bad
          faith.

     f.   The  Warrant  Agent  shall be under no  obligation  to  institute  any
          action, suit or legal proceeding or to take any other action likely to
          involve  expense  unless the  Company or one or more  Warrant  Holders
          shall furnish the Warrant Agent with reasonable security and indemnity
          for any costs and expenses  which may be incurred in  connection  with
          such action,  suit or legal  proceeding,  but this provision shall not
          affect  the  power of the  Warrant  Agent to take  such  action as the
          Warrant  Agent may consider  proper,  whether with or without any such
          security or  indemnity.  All rights of action under this  Agreement or
          under any of the Warrants may be enforced by the Warrant Agent without
          the  possession of any of the Warrant  Certificates  or the production
          thereof at any trial or other  proceeding  relative  thereto,  and any
          such action, suit or proceeding  instituted by the Warrant Agent shall
          be brought in its name as Warrant Agent, and any recovery of judgement
          shall be for the  ratable  benefit  of the  Warrant  Holders  as their
          respective rights or interest may appear.

     g.   The Warrant Agent and any shareholder,  director,  officer or employee
          of the Warrant  Agent may buy,  sell or deal in any of the Warrants or
          other  securities of the Company or become  pecuniarily  interested in
          any  transaction in which the Company may be  interested,  or contract
          with or lend money to the Company or otherwise act as fully and freely
          as though it were not  Warrant  Agent  under this  Agreement.  Nothing
          herein  shall  preclude  the  Warrant  Agent from  acting in any other
          capacity for the Company or for any other legal entity.
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17.  SUCCESSOR  WARRANT AGENT.  Any corporation into which the Warrant Agent may
     be  merged  or  converted  or with  which  it may be  consolidated,  or any
     corporation resulting from any merger, conversion or consolidation to which
     the Warrant Agent shall be a party,  or any  corporation  succeeding to the
     corporate  trust business of the Warrant  Agent,  shall be the successor to
     the Warrant Agent hereunder without the execution or filing of any paper or
     any further act of a party or the parties  hereto.  In any such event or if
     the  name of the  Warrant  Agent  is  changed,  the  Warrant  Agent or such
     successor may adopt the  countersignature of the original Warrant Agent and
     may  countersign  such  Warrant  Certificates  either  in the  name  of the
     predecessor Warrant Agent or in the name of the successor Warrant Agent.

18.  CHANGE OF WARRANT  AGENT.  The Warrant Agent may resign or be discharged by
     the Company  from its duties under this  Agreement by the Warrant  Agent or
     the Company, as the case may be, giving notice in writing to the other, and
     by giving a date when such  resignation  or  discharge  shall take  effect,
     which notice shall be sent at least 30 days prior to the date so specified.
     If the Warrant Agent shall resign,  be discharged or shall otherwise become
     incapable of acting,  the Company  shall appoint a successor to the Warrant
     Agent. If the Company shall fail to make such  appointment  within a period
     of 30 days after it has been  notified  in writing of such  resignation  or
     incapacity  by the  resigning  or  incapacitated  Warrant  Agent  or by any
     Warrant Holder or after  discharging  the Warrant  Agent,  then any Warrant
     Holder may apply to the District Court for Denver County, Colorado, for the
     appointment of a successor to the Warrant Agent.  Pending  appointment of a
     successor to the Warrant Agent, either by the Company or by such Court, the
     duties of the  Warrant  Agent  shall be  carried  out by the  Company.  Any
     successor Warrant Agent, whether appointed by the Company or by such Court,
     shall be a bank or a trust company,  in good standing,  organized under the
     laws of the State of  Colorado or of the United  States of America,  having
     its  principal  office in  Denver,  Colorado  and having at the time of its
     appointment as Warrant  Agent,  a combined  capital and surplus of at least
     four million dollars. After appointment,  the successor Warrant Agent shall
     be vested with the same powers,  rights,  duties and responsibilities as if
     it had been  originally  named as Warrant Agent without further act or deed
     and the former  Warrant  Agent shall  deliver and transfer to the successor
     Warrant Agent any property at the time held by it  thereunder,  and execute
     and deliver any further  assurance,  conveyance,  act or deed necessary for
     effecting the delivery or transfer. Failure to give any notice provided for
     in the  section,  however,  or any  defect  therein,  shall not  affect the
     legality or validity of the  resignation or removal of the Warrant Agent or
     the appointment of the successor Warrant Agent, as the case may be.

19   NOTICES.  Any notice or demand  authorized by this Agreement to be given or
     made by the  Warrant  Agent or by any  Warrant  Holder to or on the Company
     shall be sufficiently given or made if sent by mail, first class, certified
     or registered,  postage prepaid,  addressed (until another address is filed
     in writing by the Company with the Warrant Agent), as follows:


                             Gary Loblick, President
                              Pultronex Corporation
                  2305 8th St., Nisku, Alberta, Canada T9E 7Z3

     Any notice or demand  authorized  by this  Agreement to be given or made by
any  Warrant  Holder  or by the  Company  to or on the  Warrant  Agent  shall be
sufficiently  given  or  made  if  sent  by  mail,  first  class,  certified  or
registered,  postage  prepaid,  addressed  (until  another  address  is filed in
writing by the Warrant Agent with the Company), as follows:

                   American Securities Transfer & Trust, Inc.
                      12039 West Alameda Parkway, Suite Z-2
                             Lakewood Colorado 80228
                                       82
<PAGE>

     Any distribution, notice or demand required or authorized by this Agreement
to be given or made by the  Company or the  Warrant  Agent to or on the  Warrant
Holders  shall  be  sufficiently  given or made if sent by  mail,  first  class,
certified or registered,  postage  prepaid,  addressed to the Warrant Holders at
their last known  addresses as they shall appear on the  registration  books for
the Warrant Certificates maintained by the Warrant Agent.

20.  SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent may from time
     to time  supplement  or amend this  Agreement  without the  approval of any
     Warrant  Holders in order to cure any ambiguity or to correct or supplement
     any provision  contained herein which may be defective or inconsistent with
     any other provisions  herein,  or to make any other provisions in regard to
     matters or questions  arising  hereunder  which the Company and the Warrant
     Agent may deem necessary or desirable.


21.  SUCCESSORS.  All the covenants and  provisions of this  Agreement by or for
     the benefit of the Company or the Warrant Agent shall bind and inure to the
     benefit of their respective successors and assigns hereunder.


22   TERMINATION. This Agreement shall terminate at the close of business on the
     Expiration  Date or such  earlier  date upon which all  Warrants  have been
     exercised; provided, however, that if exercise of the Warrants is suspended
     pursuant to Section 12 and such  suspension  continues  past the Expiration
     Date,  this  Agreement  shall  terminate  at the close of  business  on the
     business day  immediately  following  expiration  of such  suspension.  The
     provisions of Section 17 shall survive such termination.

23.  GOVERNING LAW. This Agreement and each Warrant Certificate issued hereunder
     shall be  deemed  to be a  contract  made  under  the laws of the  State of
     Colorado and for all purposes  shall be  construed in  accordance  with the
     laws of said State.


24.  BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to
     give any person or  corporation  other than the Company,  the Warrant Agent
     and the Warrant Holders any legal or equitable right, remedy or claim under
     this  Agreement;  but this  Agreement  shall be for the sole and  exclusive
     benefit of the Company, the Warrant Agent and the Warrant Holders.


25.  COUNTERPARTS. This Agreement may be executed in any number of counterparts,
     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.

Date: December 9, 1999

Pultronex Corporation
a  Nevada corporation


By: /s/ Gary Loblick                                /s/ Krishen Mehra
--------------------                                -----------------
Gary Loblick, President                             Krishen Mehra, Secretary:


American Securities Transfer & Trust, Inc.
a Colorado corporation


By: /s/ Greg Tubbs
------------------
Vice President: Greg Tubbs                           Secretary:

                                       83
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