Exhibit 4.2

                 VOID AFTER 5:00 P.M. ON ________________, 2005

                                 CREST VIEW INC.
                                WARRANT CERTIFICATE               CUSIP ________

No. CVWA-___                                                             _______
                                                       Class A Redeemable Common
                                                         Stock Purchase Warrants

THIS CERTIFIES THAT, FOR VALUE RECEIVED,

or registered  assigns (the  "Registered  Holder") is the owner of the number of
Class A Redeemable Common Stock Purchase Warrants (each, a "Warrant")  specified
above.  Each  Warrant  initially  entitles  the  Registered  Holder to purchase,
subject  to the  terms and  conditions  set  forth in this  Certificate  and the
Warrant  Agreement (as hereinafter  defined),  (a) one duly authorized,  validly
issued, fully paid and non-assessable share of the common stock, par value $.001
per share ("Common  Stock"),  of the Crest View Inc., a Nevada  corporation (the
"Company") and (b) one Class B redeemable common stock purchase warrant (each, a
"Class B Warrant") of the Company,  at any time from  ______________,  2001 (the
"Initial   Warrant  Exercise  Date")  and  prior  to  the  Expiration  Time  (as
hereinafter  defined)  upon  the  presentation  and  surrender  of this  Warrant
Certificate,  with the Exercise Form on the reverse hereof duly completed, dated
and executed,  at the corporate  office of Pacific Stock  Transfer  Company,  as
Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of
$6.00 per Warrant (subject to adjustment) (the "Exercise Price") in lawful money
of the  United  States of  America  in cash or by  certified  or bank check made
payable to the Company.

     This Warrant  Certificate  and each Warrant  represented  hereby are issued
pursuant to and are  subject in all  respects  to the terms and  conditions  set
forth in the Warrant Agent  Agreement,  dated as of  _______________,  2001 (the
"Warrant Agreement"), among the Company and the Warrant Agent.

     In  the  event  of  certain  contingencies  provided  for  in  the  Warrant
Agreement,  the Exercise Price and the number of shares of Common Stock, but not
the number of Class B Warrants,  subject to purchase  upon the  exercise of each
Warrant represented hereby are subject to modification or adjustment.

     Each  Warrant  represented  hereby  is  exercisable  at the  option  of the
Registered  Holder, but no fractional shares or Class B Warrants will be issued.
In the case of the  exercise of less than all the Warrants  represented  hereby,
the Company shall cancel this Warrant  Certificate  upon due surrender and shall
execute and deliver a new Warrant  Certificate or Warrant  Certificates  of like
tenor,  which the  Warrant  Agent  shall  countersign,  for the  balance of such
Warrants.

     The term "Expiration Date" shall mean 5:00 p.m., Henderson, Nevada time, on
__________,  2005;  provided,  that if such date is not a business day, it shall
mean 5:00 p.m., Henderson,  Nevada time, on the next following business day. For
purposes  hereof,  the term  "business  day"  shall  mean any day  other  than a
Saturday, Sunday or a day on which the New York Stock Exchange is closed.

     The Company  shall not be obligated to deliver any  securities  pursuant to
the exercise of the Warrants  represented  hereby unless at the time of exercise
there has been filed with the United States Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended (the "Act"),
covering the  securities  issuable  upon  exercise of the  Warrants  represented
hereby and such  registration  statement has been declared and is then effective
and current,  and such securities have been registered or qualified or be exempt
under the securities laws of the state or other jurisdiction of residence of the
Registered  Holder and the  exercise of the Warrants  represented  hereby in any
such state or other jurisdiction shall not otherwise be unlawful.

     This Warrant Certificate is exchangeable,  upon the surrender hereof by the
Registered  Holder at the  corporate  office  of the  Warrant  Agent,  for a new
Warrant Certificate or Warrant Certificates of like tenor representing

<PAGE>

an equal aggregate number of Warrants,  each of such new Warrant  Certificate(s)
to represent  such number of Warrants as shall be designated by such  Registered
Holder at the time of such  surrender.  Upon the  presentment and payment of any
tax or other charge  imposed in  connection  therewith  or incident  thereto for
registration  of transfer of this  Warrant  Certificate  at such  office,  a new
Warrant  Certificate or Warrant  Certificates  representing  an equal  aggregate
number of  Warrants  will be  issued to the  transferee  in  exchange  therefor,
subject to the limitations provided in the Warrant Agreement.

     Prior to the exercise of any Warrant  represented  hereby,  the  Registered
Holder,  as such,  shall not be entitled to any rights of a  stockholder  of the
Company,  including,  without  limitation,  the  right  to  vote  or to  receive
dividends  or other  distributions,  and shall not be  entitled  to receive  any
notice of any  proceedings  of the  Company,  except as  provided in the Warrant
Agreement.

     Subject to the  provisions  of the Warrant  Agreement,  the Warrants may be
redeemed  at the  option  of the  Company,  at a  redemption  price of $.001 per
Warrant,  at any  time  commencing  on the  Initial  Warrant  Exercise  Date and
terminating  at the  Expiration  Time.  Notice of  redemption  (the  "Notice  of
Redemption")  shall be given by the Company no less than 30 days before the date
fixed for redemption, all as provided in the Warrant Agreement. On and after the
date  fixed for  redemption,  the  Registered  Holder  shall  have no right with
respect to this Warrant  except to receive the $.001 per Warrant upon  surrender
of this Certificate.

     Prior to due presentment for registration of transfer  hereof,  the Company
and the Warrant Agent may deem and treat the  Registered  Holder as the absolute
owner  hereof  and of  each  Warrant  represented  hereby  (notwithstanding  any
notations  of  ownership  or  writing  hereon  made by anyone  other than a duly
authorized  officer of the Company or the Warrant  Agent) for all  purposes  and
shall not be affected by any notice to the  contrary,  except as provided in the
Warrant Agreement.

     This Warrant  Certificate  shall be governed by and construed in accordance
with the laws of the State of Nevada  without  regard  to the  conflicts  of law
principles thereof.

     This Warrant  Certificate is not valid unless  countersigned by the Warrant
Agent.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly  executed,  manually or in facsimile by two of its officers  thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.

Dated:   _________ ___, _______


                                  [SEAL]
____________________________                  __________________________________
          President                                       Secretary

COUNTERSIGNED AND REGISTERED:

Pacific Stock Transfer Company
      Warrant Agent and Registrar


________________________________________
           Authorized Officer


<PAGE>

                                  EXERCISE FORM

     The undersigned  Registered  Holder hereby  irrevocably  elects to exercise
_________ Warrants represented by this Warrant Certificate,  and to purchase the
securities  issuable  upon the  exercise of such  Warrants,  and  requests  that
certificates for such securities shall be issued as follows:
                     (Please type or print in block letters)

                    Name: ______________________________________________________
 Taxpayer Identification
                  Number: ______________________________________________________

                 Address: ______________________________________________________

                          ______________________________________________________

                          ______________________________________________________


               Signature: ______________________________________________________

                   Dated: ______________________________________________________

               Signature
              Guaranteed: ______________________________________________________


                                   ASSIGNMENT

                  FOR VALUE RECEIVED,  the undersigned  Registered  Owner hereby
sells, assigns and transfers unto:

                     (Please type or print in block letters)

                    Name: ______________________________________________________

                Taxpayer
          Identification
                  Number: ______________________________________________________

                 Address: ______________________________________________________

                          ______________________________________________________

                          ______________________________________________________

the  Warrants   represented  by  this  Warrant  Certificate  to  the  extent  of
________________  Warrants and does hereby  irrevocably  constitute  and appoint
___________________________  Attorney-in-Fact, to transfer the same on the books
of the Company with full power of substitution in the premises.

               Signature: ______________________________________________________

                   Dated: ______________________________________________________
               Signature
               Guarantee: ______________________________________________________


<PAGE>


THE SIGNATURE TO THE EXERCISE FORM AND/OR ASSIGNMENT MUST CORRESPOND TO THE NAME
AS WRITTEN UPON THE FACE OF THIS  WARRANT  CERTIFICATE  IN EVERY  PARTICULARITY,
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR  ANY  CHANGE  WHATSOEVER  AND  MUST  BE
GUARANTEED BY A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER
ENTITY  WHICH  MEETS  THE  DEFINITION  OF AN  "ELIGIBLE  GUARANTEE  INSTITUTION"
CONTAINED IN RULE 17Ad-15(a)(2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.