<PAGE>
EXHIBIT 4.1



NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES ARE ISSUED IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
COMPANY.



                          COMMON STOCK PURCHASE WARRANT
                             #_____________________

                TO PURCHASE __________ SHARES OF COMMON STOCK OF

                            BULLION RIVER GOLD CORP.

                              DATED: ______________

       THIS COMMON STOCK PURCHASE WARRANT (the "WARRANT") certifies that, for
value received, _____________ (the "HOLDER"), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date given above (the "INITIAL EXERCISE DATE") and
by the close of business on the second anniversary of the Initial Exercise Date
(the "TERMINATION DATE") but not thereafter, to subscribe for and purchase from
Bullion River Gold Corp., a Nevada corporation (the "COMPANY"), up to
____________ shares (the "WARRANT SHARES") of common stock, par value $0.001 per
share, of the Company (the "COMMON STOCK"). The purchase price of one share of
Common Stock under this Warrant is equal to the Exercise Price, as defined in
Section 2(a).

1.     DEFINITIONS. Capitalized terms used and not otherwise defined in this
       Warrant have the same meanings as they have in the Unit Purchase
       Agreement (the "PURCHASE AGREEMENT"), dated ____________, among the
       Company and the Holder as Purchaser.

2.     EXERCISE.

       (a)    EXERCISE PRICE. The exercise price of the Common Stock under this
              Warrant is $0.25.

       (b)    EXERCISE OF WARRANT. The Holder may exercise the purchase rights
              represented by this Warrant at any time from the Initial Exercise
              Date to five o'clock in the afternoon, Pacific Standard Time, on
              the Termination Date by delivering to the Company (i) a duly
              executed facsimile copy of the annexed Exercise Notice (attached
              hereto as Exhibit A), and, (ii) within 5 Trading Days of
              delivering the Exercise Notice to the Company, (A) this Warrant,
              and (B) with payment to the Company of the Exercise Price (the
              "EXERCISE AMOUNT").

       (c)    EXERCISE LIMITATIONS.

              (i) The Holder may not exercise any portion of this Warrant if,
              immediately after the Warrant Shares are issued, the Holder
              (together with the Holder's Affiliates) would beneficially own
              more than 4.99% of the number of shares of the Common Stock
              outstanding. For the purposes of the foregoing sentence, the
              number of shares of Common Stock beneficially owned by the Holder
              and its Affiliates includes the number of shares of Common Stock
              issuable upon the exercise of this Warrant, but excludes the
              number of shares of Common Stock that would be issuable upon (i)
              the Holder's exercise of the remaining, unexercised portion of
              this Warrant and (ii) the Holder's or its Affiliates' exercise or
              conversion of the unexercised or nonconverted portion of any other
              securities of the Company that the Holder or any of its Affiliates
              own beneficially. Except as set forth in the foregoing sentence,
              for the purposes of this Section 2(b), beneficial ownership must
              be calculated in accordance with Section 13(d) of the Securities
              and Exchange Act of 1934 ("EXCHANGE ACT").

                                       1
<PAGE>

              (ii) The Holder acknowledges that the Company is not representing
              to Holder that the calculation described in Section 2(c) complies
              with Section 13(d) of the Exchange Act and Holder is solely
              responsible for any schedules required to be filed in accordance
              with it. The determination of whether this Warrant is exercisable
              (in relation to other securities owned by the Holder and its
              Affiliates) is in the sole discretion of the Holder, and the
              submission of an Exercise Notice is deemed to be the Holder's
              declaration that the Holder has determined that this Warrant is
              exercisable as set out in the Exercise Notice and subject to the
              limitations in this Section 2(b); and the Company is not obliged
              to verify or confirm the accuracy of the Holder's determination.

              (iii) For the purposes of this Section 2(b), in determining the
              number of outstanding shares of Common Stock, the Holder may rely
              on the number of outstanding shares of Common Stock as reflected
              in the most recent of (A) the latest filed of the Company's Form
              10-QSB and Form 10-KSB, (B) a public announcement by the Company
              stating the number of shares of Common Stock outstanding, or (C)
              any other notice by the Company or the Company's Transfer Agent
              stating the number of shares of Common Stock outstanding. If
              Holder asks for it, the Company will within two Trading Days
              confirm orally and in writing to the Holder the number of shares
              of Common Stock then outstanding.

       (d)    MECHANICS OF EXERCISE.

              (i) CASH PAYMENT. Payment may be made either in cash or by
              certified or official bank check payable to the order of the
              Company equal to the applicable aggregate Exercise Price for the
              number of shares of Common Stock specified in the Exercise Notice
              (as such exercise number shall be adjusted to reflect any
              adjustment in the total number of shares of Common Stock issuable
              to the Holder per the terms of this Warrant) and the Holder shall
              thereupon be entitled to receive the number of duly authorized,
              validly issued, fully-paid and non-assessable shares of Common
              Stock determined as provided herein.

              (ii) CASHLESS EXERCISE.

                     (1) Payment upon exercise may be made at the option of the
                     Holder either (i) in cash as described in Section (d)(i)
                     above, or (ii) cashlessly in accordance with Section
                     (d)(ii)(2) below, or (iii) by a combination of either of
                     the foregoing methods, for the number of shares of Common
                     Stock specified in the Exercise Notice (as such exercise
                     number is adjusted to reflect any adjustment in the total
                     number of shares of Common Stock issuable to the Holder
                     under the terms of this Warrant) and the Holder shall
                     thereupon be entitled to receive the number of duly
                     authorized, validly issued, fully paid and non-assessable
                     shares of Common Stock determined as provided herein.

                     (2) If the Fair Market Value (defined below) of one share
                     of Common Stock is greater than the Exercise Price (at the
                     date of calculation as set forth below), in lieu of
                     exercising this Warrant for cash, the Holder may elect to
                     receive shares equal to the value (as determined below) of
                     this Warrant (or the portion thereof being exercised) by
                     surrender of this Warrant at the principal office of the
                     Company together with the properly endorsed Exercise Notice
                     in which event the Company shall issue to the Holder a
                     number of shares of Common Stock computed using the
                     following formula:

                                    X=Y (A-B)
                                      -------
                                         A



                                       2
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                     Where: X = the number of shares of Common Stock to be
                                issued to the Holder

                            Y = the number of shares of Common Stock purchasable
                                under the Warrant or, if only a portion of the
                                Warrant is being exercised, the portion of the
                                Warrant being exercised (at the date of such
                                calculation)

                            A = the Fair Market Value of one share of the
                                Company's Common Stock (at the date of such
                                calculation)

                            B = Exercise Price (as adjusted to the date of such
                                calculation)

                     (3) The Holder may employ the cashless exercise feature
                     described in Section (2) above only if the shares
                     underlying the Warrant are not registered.

                     (4) For purposes of Rule 144 promulgated under the 1933
                     Act, it is intended, understood and acknowledged that the
                     Warrant Shares issued in a cashless exercise transaction
                     shall be deemed to have been acquired by the Holder, and
                     the holding period for the Warrant Shares shall be deemed
                     to have commenced, on the date this Warrant was originally
                     issued pursuant to the Purchase Agreement.

                     (5) Fair Market Value. Fair Market Value of a share of
                     Common Stock as of a particular date (the "Determination
                     Date") shall mean:

                            (a) If the Company's Common Stock is traded on an
                            exchange or is quoted on the National Association of
                            Securities Dealers, Inc. Automated Quotation
                            ("NASDAQ"), National Market System, the NASDAQ
                            SmallCap Market or the American Stock Exchange, LLC,
                            then the closing or last sale price, respectively,
                            reported for the last business day immediately
                            preceding the Determination Date;

                            (b) If the Company's Common Stock is not traded on
                            an exchange or on the NASDAQ National Market System,
                            the NASDAQ SmallCap Market or the American Stock
                            Exchange, Inc., but is traded in the
                            over-the-counter market, then the average of the
                            closing bid and ask prices reported for the last
                            business day immediately preceding the Determination
                            Date; or

                            (c) If the Company's Common Stock is not publicly
                            traded, then as the Holder and the Company agree, or
                            in the absence of such an agreement, by arbitration
                            in accordance with the rules then standing of the
                            American Arbitration Association, before a single
                            arbitrator to be chosen from a panel of persons
                            qualified by education and training to pass on the
                            matter to be decided.

       (e) AUTHORIZATION OF WARRANT SHARES. The Company will issue all Warrant
       Shares as duly authorized, validly issued, fully paid and non-assessable,
       and free from all taxes, liens and charges (other than taxes in respect
       of any transfer occurring contemporaneously with the issue).

       (f) DELIVERY OF CERTIFICATES UPON EXERCISE. The Company's transfer agent
       will deliver certificates for Warrant Shares to the Holder to the address
       specified by the Holder in the Exercise Notice within 5 Trading Days from
       the later of (A) the Company's receipt of the Exercise Notice, (B) the
       Holder's surrender of this Warrant, and (C) the Company's receipt of the
       Exercise Amount as set out in Section 2(b) ("WARRANT SHARE DELIVERY
       DATE"). This Warrant is deemed to have been exercised on the date the
       Exercise Amount is received by the Company ("EXERCISE DATE"); and the
       Warrant Shares are deemed to have been issued, and Holder is deemed to
       have become a holder of record of the shares for all purposes, on the
       Exercise Date.


                                       3
<PAGE>

       (g) DELIVERY OF NEW WARRANTS UPON EXERCISE. If this Warrant is exercised
       in part, the Company will, when it delivers the certificate or
       certificates representing Warrant Shares, deliver to Holder a new Warrant
       evidencing the rights of Holder to purchase the unpurchased Warrant
       Shares, identical in all other respects with this Warrant.

       (h) RESCISSION RIGHTS. If the Company fails to cause its transfer agent
       to transmit to the Holder a certificate or certificates representing the
       Warrant Shares pursuant to this Section (h) by the Warrant Share Delivery
       Date, then the Holder may rescind the exercise.

       (i) NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
       representing fractional shares may be issued upon the exercise of this
       Warrant. If the Holder would otherwise be entitled to fractional shares
       upon the exercise, the Company will pay a cash adjustment in respect of
       the fraction in an amount equal to the fraction multiplied by the
       Exercise Price.

       (j) CHARGES, TAXES AND EXPENSES. The Company will issue certificates for
       Warrant Shares in the name of the Holder and will not charge the Holder
       for any issue or transfer tax or other incidental expense in respect of
       the issuance of the certificate.

       (k) CLOSING OF BOOKS. The Company will not close its stockholder books or
       records in any manner that prevents the timely exercise of this Warrant.

3.     CERTAIN ADJUSTMENTS.

       (a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time while this
       Warrant is outstanding, (i) pays a stock dividend or otherwise makes a
       distribution on shares of its Common Stock or any other Common Stock
       Equivalent (which, for avoidance of doubt, does not include any shares of
       Common Stock issued by the Company pursuant to this Warrant), (ii)
       subdivides outstanding shares of Common Stock into a larger number of
       shares, (iii) combines outstanding shares of Common Stock into a smaller
       number of shares, or (iv) issues by reclassification of shares of the
       Common Stock any shares of capital stock of the Company, then the
       Exercise Price must be multiplied by a fraction of which the numerator is
       the number of shares of Common Stock (excluding treasury shares, if any)
       outstanding before the event and of which the denominator is the number
       of shares of Common Stock outstanding after the event, and the number of
       shares issuable upon exercise of this Warrant must be proportionately
       adjusted by this fraction. Any adjustment made pursuant to this Section
       3(a) is effective immediately after the record date for the determination
       of stockholders entitled to receive the dividend or distribution and is
       effective immediately after the effective date in the case of a
       subdivision, combination or re-classification.

       (b) FUNDAMENTAL TRANSACTION. If, at any time while this Warrant is
       outstanding, (i) the Company merges or consolidates with or into another
       Person, (ii) the Company sells all or substantially all of its assets in
       one or a series of related transactions, (iii) any Person completes a
       tender offer or exchange offer by which holders of Common Stock are
       permitted to tender or exchange their shares for other securities, cash
       or property, or (iv) the Company reclassifies its Common Stock or
       completes any compulsory share exchange pursuant to which the Common
       Stock is effectively converted into or exchanged for other securities,
       cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then,
       upon any subsequent conversion of this Warrant, the Holder has the right
       to receive, for each Warrant Share that would have been issued upon the
       exercise absent the Fundamental Transaction, the same consideration as
       the Company has given its other holders of its Common Stock for the
       conversion of their Common Stock outstanding at the time of the
       Fundamental Transaction (the "ALTERNATE CONSIDERATION"). Any successor to
       the Company or surviving entity in a Fundamental Transaction must issue
       to the Holder a new warrant consistent with the foregoing provisions with
       evidence of the Holder's right to exercise the warrant into Alternate
       Consideration. The terms of any agreement pursuant to which a Fundamental
       Transaction is completed must include terms requiring the successor or
       surviving entity to comply with the provisions of this Section 3(b) and
       insuring that this Warrant (or any replacement security) is similarly
       adjusted upon any subsequent transaction analogous to a Fundamental
       Transaction.


                                       4
<PAGE>

       (c) CALCULATIONS. All calculations under this Section 3 must be made to
       the nearest cent or the nearest 1/100th of a share, as the case may be.
       The number of shares of Common Stock outstanding at any given time does
       not include shares of Common Stock owned or held by or for the account of
       the Company. For the purposes of this Section 3, the number of shares of
       Common Stock deemed to be issued and outstanding as of a given date is
       the sum of the number of shares of Common Stock (excluding treasury
       shares, if any) issued and outstanding.

       (d) NOTICE TO HOLDERS. If the Company makes adjustments under this
       Section 3, the Company will promptly mail to each Holder a notice
       containing a description of the event that required the adjustment. If
       the Company proposes any transaction that affects the rights of the
       holders of its Common Stock, then the Company will notify the Holders of
       the proposal at least twenty days before the record date set for the
       transaction.

4.     WARRANT REGISTER. The Company will register this Warrant on its warrant
       register and will treat the registered Holder as the absolute owner for
       all purposes.

5.     MISCELLANEOUS.

       (a) ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with
       applicable securities laws, this Warrant, and the rights evidenced
       hereby, may be transferred by any registered holder hereof (a
       "Transferor"). On the surrender for exchange of this Warrant, with the
       Transferor's endorsement in the form of Exhibit B attached hereto (the
       "Transferor Endorsement Form") and together with an opinion of counsel
       reasonably satisfactory to the Company that the transfer of this Warrant
       will be in compliance with applicable securities laws, the Company at its
       expense, but with payment by the Transferor of any applicable transfer
       taxes, will issue and deliver to or on the order of the Transferor
       thereof a new Warrant or Warrants of like tenor, in the name of the
       Transferor and/or the transferee(s) specified in such Transferor
       Endorsement Form (each a "Transferee"), calling in the aggregate on the
       face or faces thereof for the number of shares of Common Stock called for
       on the face or faces of the Warrant so surrendered by the Transferor. No
       such transfers shall result in a public distribution of the Warrant.

       (b) NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE DATE. This Warrant does not
       entitle the Holder to any voting rights or other rights as a shareholder
       of the Company before the Exercise Date. Upon the surrender of this
       Warrant and the payment of the aggregate Exercise Price, the Company will
       issue the Warrant Shares to the Holder as the record owner of the Warrant
       Shares as of the close of business on the Exercise Date.

       (c) LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company
       covenants that upon receipt by the Company of evidence reasonably
       satisfactory to it of the loss, theft, destruction or mutilation of this
       Warrant or any stock certificate relating to the Warrant Shares, and, in
       case of loss, theft or destruction, of indemnity or security reasonably
       satisfactory to it, and upon surrender and cancellation of the Warrant or
       stock certificate, if mutilated, the Company will make and deliver a new
       Warrant or stock certificate of like tenor and dated as of the
       cancellation, in lieu of the Warrant or stock certificate.

       (d) SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last date for doing
       anything under this Warrant falls on a Saturday, Sunday or a legal
       holiday, then the thing may be done on the next succeeding Trading Day.

       (e) AUTHORIZED SHARES.

              (i) The Company covenants that, while the Warrant is outstanding,
              it will reserve from its authorized and unissued Common Stock a
              sufficient number of shares to provide for the issuance of the
              Warrant Shares upon the exercise of any purchase rights under this
              Warrant. The Company further covenants that its issuance of this
              Warrant constitutes full authority to its officers who are charged
              with the duty of executing stock certificates to execute and issue
              the necessary certificates for the Warrant Shares upon the
              exercise of the purchase rights under this Warrant. The Company
              will take all such reasonable action as may be necessary to assure
              that the Warrant Shares are issued as provided without a violation
              of any applicable law or regulation, or of any requirements of the
              Trading Market upon which the Common Stock may be listed or
              quoted.


                                       5
<PAGE>

              (ii) Unless waived or consented to by the Holder, the Company will
              not by any action avoid or seek to avoid the observance or
              performance of any of the terms of this Warrant, but will at all
              times in good faith assist in carrying out of all its terms and
              take whatever actions is necessary or appropriate to protect the
              rights of Holder under this Warrant from impairment.

       (f) JURISDICTION. All questions concerning the construction, validity,
       enforcement and interpretation of this Warrant must be determined in
       accordance with the provisions of the Purchase Agreement.

       (g) RESTRICTIONS. The Holder acknowledges that the Holder's sale or
       transfer of the Warrant Shares, if not registered, will be subject to
       restrictions upon resale imposed by state and federal securities laws.

       (h) NO WAIVER. No course of dealing or any delay or failure to exercise
       any right hereunder on the part of Holder operates as a waiver of the
       right or otherwise prejudices Holder's rights, powers or remedies.

       (i) NOTICE. Any notice, request or other document required or permitted
       to be given or delivered by either party to the other must be delivered
       in accordance with the notice provisions of the Purchase Agreement.

       (j) SUCCESSORS AND ASSIGNS. Subject to applicable securities laws, this
       Warrant inures to the benefit of and binds the successors and permitted
       assigns of the Company and the Holder.

       (k) AMENDMENT. Any amendment of this Warrant must be in writing and
       signed by both the Company and the Holder.

       (l) SEVERABILITY. Wherever possible, each provision of this Warrant must
       be interpreted under applicable law, but if any provision of this Warrant
       is prohibited by or invalid under applicable law, the provision is
       ineffective to the extent of the prohibition or invalidity, without
       invalidating the remaining provisions of this Warrant.

       (m) HEADINGS. The headings used in this Warrant are for the convenience
       of reference only and are not, for any purpose, deemed a part of this
       Warrant.



IN WITNESS WHEREOF the Company has caused this Warrant to be executed by its
duly authorized officer.


Dated:

                                        BULLION RIVER GOLD CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       6
<PAGE>

                                    EXHIBIT A

                                 EXERCISE NOTICE
                   (To be signed only on exercise of Warrant)

TO: Bullion River Gold Corp.

The undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby irrevocably elects to purchase (check applicable box):

___    ________ shares of the Common Stock covered by such Warrant; and/or

___    the maximum number of shares of Common Stock covered by such Warrant
       pursuant to the Cashless Exercise procedure set forth in Section
       2(d)(ii).


The undersigned herewith makes payment of the full Exercise Price for such
shares at the price per share provided for in such Warrant, which is an
aggregate of $_______________________. Such payment takes the form of (check
applicable box or boxes):

___    $__________ in lawful money of the United States; and/or

___    the cancellation of such portion of the attached Warrant as is
       exercisable for a total of _______ shares of Common Stock (using a Fair
       Market Value of $_______ per share for purposes of this calculation).


The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to ______________________________________________________
whose address is ______________________________________________________________.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act") or pursuant to an exemption from
registration under the Securities Act.


Dated: ___________________             _________________________________________
                                       (Signature must conform to name of holder
                                       as specified on the face of the Warrant)






<PAGE>



                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

       For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of BULLION RIVER GOLD CORP. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
BULLION RIVER GOLD CORP. with full power of substitution in the premises.


------------------- ---------------------------- -------------------------------
   Transferees         Percentage Transferred           Number Transferred
------------------- ---------------------------- -------------------------------

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

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

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



Dated: ______________, ____            _________________________________________
                                       (Signature must conform to name of holder
                                       as specified on the face of the warrant)

Signed in the presence of:

___________________________            _________________________________________
        (Name)                         _________________________________________
                                          (address)

ACCEPTED AND AGREED:                   _________________________________________
[TRANSFEREE]                           _________________________________________
                                          (address)

___________________________
        (Name)