<PAGE>
                                                                     EXHIBIT 4.2



THE REPRESENTATIVE'S WARRANTS EVIDENCED AND REPRESENTED BY THIS CERTIFICATE (THE
"REPRESENTATIVE'S WARRANTS") AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
(THE "WARRANT SHARES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. HOWEVER, NEITHER THE REPRESENTATIVE'S WARRANTS NOR SUCH
WARRANT SHARES MAY BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT
PURSUANT TO (i) A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT, (ii)
A SEPARATE REGISTRATION STATEMENT UNDER SUCH ACT, OR (iii) AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND UNDER THE APPLICABLE BLUE SKY LAWS.

THIS REPRESENTATIVE'S WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS
OTHERWISE PROVIDED HEREIN AND THE HOLDER OF THIS REPRESENTATIVE'S WARRANT, BY
ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
REPRESENTATIVE'S WARRANT EXCEPT AS OTHERWISE PROVIDED HEREIN.


                           DICKIE WALKER MARINE, INC.

            Representative's Warrant for the Purchase of Common Stock

No. UW-001                                     120,000 Representative's Warrants

         THIS CERTIFIES that, for receipt in hand of $10 and other value
received, SCHNEIDER SECURITIES, INC. (the "Holder"), is entitled to subscribe
for and purchase from Dickie Walker Marine, Inc., a Delaware corporation (the
"Company"), upon the terms and conditions set forth herein, at any time, or from
time to time, from ______________, 2003, and before 5:00 p.m. Mountain time on
____________, 2007 (the "Exercise Period"), 120,000 shares of Common Stock (the
"Warrant Shares"), at a price of $7.50 per Warrant Share (the "Exercise Price"),
or 150% of the offering price of Common Stock sold by the Company in a public
offering (the "Public Offering") at or prior to the date hereof.

         The term the "Holder" as used herein shall include any transferee to
whom this Representative's Warrant has been transferred in accordance with the
above. As used herein the term "this Representative's Warrant" shall mean and
include this Representative's Warrant and any Representative's Warrant or
Representative's Warrants hereafter issued as a consequence of the exercise or
transfer of this Representative's Warrant in whole or in part, and the term
"Common Stock" shall mean and include the Company's Common Stock with ordinary
voting power, which class at the date hereof is publicly traded.

         1. This Representative's Warrant may not be sold, transferred,
assigned, pledged or hypothecated until _________, 2003 (12 months from the
Effective Date of the Registration Statement


<PAGE>

on which it is initially registered) except that it may be transferred, in whole
or in part, (i) to one or more officers or partners of the Holder (or the
officers or partners of any such partner); (ii) to a member of the underwriting
syndicate and/or its officers or partners; or (iii) by operation of law. After
_____________, 2003, this Representative's Warrant may be sold, transferred,
assigned or hypothecated in accordance with applicable law.

         2.       a. This Representative's Warrant may be exercised during the
         Exercise Period as to the whole or any lesser number of Warrant Shares,
         by the surrender of this Representative's Warrant (with the election
         attached hereto duly executed) to the Company at its office at 1414
         South Tremont Street, Oceanside, California 92054, or 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 multiplied by the number of Warrant
         Shares for which this Representative's Warrant is being exercised.

                  b. Upon written request of the Holder, and in lieu of payment
         for the Warrant Shares by check in accordance with paragraph 2(a)
         hereof, the Holder may exercise the Representative's Warrant (or any
         portion thereof) through a cashless exercise, and receive the number of
         Warrant Shares equal to a fraction, the numerator of which equals (i)
         the amount by which the average Current Market Price of the Common
         Stock for the ten (10) trading days preceding the date of exercise
         exceeds the Exercise Price per Share, multiplied by (ii) the number of
         Warrant Shares to be purchased; the denominator of which equals the
         Current Market Price.

                  c. For the purposes of any computation under this
         Representative's Warrant, the "Current Market Price" at any date shall
         be the closing price of the Common Stock on the business day next
         preceding the event requiring an adjustment hereunder. If the principal
         trading market for such securities is an exchange, the closing price
         shall be the reported last sale price on such exchange on such day
         provided if trading of such Common Stock is listed on any consolidated
         tape, the closing price shall be the reported last sale price set forth
         on such consolidated tape. If the principal trading market for such
         securities is the over-the-counter market, the closing price shall be
         the last reported sale price on such date as set forth by The Nasdaq
         Stock Market, Inc., or, if the security is not quoted on such market,
         the average of the closing bid and asked prices as set forth in the
         National Quotation Bureau pink sheets or the Electronic Bulletin Board
         System for such day. Notwithstanding the foregoing, if there is no





                                       2
<PAGE>


         reported last sale price or average closing bid and asked prices, as
         the case may be, on a date prior to the event requiring an adjustment
         hereunder, then the current market price shall be determined as of the
         latest date prior to such day for which such last sale price or average
         closing bid and asked prices are available.

         3. Upon each exercise of this Representative's Warrant, the Holder
shall be deemed to be the holder of record of the Warrant Shares issuable upon
such exercise, notwithstanding that the transfer books of the Company shall then
be closed or certificates representing such Warrant Shares shall not then have
been actually delivered to the Holder. As soon as practicable after each such
exercise of this Representative's Warrant, the Company shall issue and deliver
to the Holder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Representative's Warrant should be exercised in part only, the Company shall,
upon surrender of this Representative's Warrant for cancellation, execute and
deliver a new Representative's Warrant evidencing the right of the Holder to
purchase the balance of the Warrant Shares (or portions thereof) subject to
purchase hereunder.

         4. The Representative's Warrants shall be registered in a
Representative's Warrant Register as they are issued. The Company shall be
entitled to treat the registered holder of any Representative's Warrant on the
Representative's 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 Representative's Warrant on the part of any other person. The
Representative's Warrants shall be transferable only on the books of the Company
upon delivery thereof duly endorsed by the Holder or by its duly authorized
attorney or representative, 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
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Representative's
Warrant or Representative's Warrants to the person entitled thereto. The
Representative's Warrants may be exchanged, at the option of the Holder thereof,
for another Representative's Warrant, or other Representative's Warrants of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of Warrant Shares (or portions thereof) upon
surrender to the Company or its duly authorized agent. Notwithstanding the
foregoing, the Company shall have no obligation to cause the Representative's
Warrants to be transferred on its books to any person if, in the opinion of
counsel to the Company, such transfer does not comply



                                       3
<PAGE>

with the provisions of the Securities Act of 1933, as amended (the "Act"), or
applicable state blue sky laws and the rules and regulations thereunder.

         5. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Representative's Warrant, such number of shares of Common
Stock as shall, from time to time, be sufficient therefor. The Company covenants
that all Warrant Shares issuable upon exercise of this Representative's Warrant
shall be validly issued, fully paid, nonassessable, and free of preemptive
rights.

         6.       a. If the Company shall at any time subdivide its outstanding
         Common Stock by recapitalization, reclassification or split-up thereof,
         the number of Warrant Shares subject to this Representative's Warrant
         immediately prior to such subdivision shall be proportionately
         increased, and if the Company shall at any time combine the outstanding
         Common Stock by recapitalization, reclassification or combination
         thereof, the number of Warrant Shares subject to this Representative's
         Warrant immediately prior to such combination shall be proportionately
         decreased. Any corresponding adjustment to the Exercise Price shall
         become effective at the close of business on the record date for such
         subdivision or combination.

                  b. If the Company after the date hereof shall distribute to
         the holders of its Common Stock any securities or other assets (other
         than a distribution of Common Stock or a cash distribution made as a
         dividend payable out of earnings or out of any earned surplus legally
         available for dividends under the laws of the jurisdiction of
         incorporation of the Company), the Board of Directors shall be required
         to make such equitable adjustment in the Exercise Price in effect
         immediately prior to the record date of such distribution as may be
         necessary to preserve the rights substantially proportionate to those
         enjoyed hereunder by the Holder immediately prior to such distribution.
         Any such adjustment made in good faith by the Board of Directors shall
         be final and binding upon the Holder and shall become effective as of
         the record date for such distribution.

                  c. No adjustment in the number of Warrant Shares subject to
         this Representative's Warrant shall be required unless such adjustment
         would require an increase or decrease in such number of Warrant Shares
         of at least 1% of the then adjusted number of Warrant Shares issuable
         upon exercise of this Representative's Warrant, provided, however, that
         any adjustments which by reason of the foregoing are not required at
         the time to be made shall be carried forward and




                                       4
<PAGE>

         taken into account and included in determining the amount of any
         subsequent adjustment; and provided further, however, that in case the
         Company shall at any time subdivide or combine the outstanding Common
         Stock or issue any additional Common Stock as a dividend, said
         percentage shall forthwith be proportionately increased in the case of
         a combination or decreased in the case of a subdivision or dividend of
         Common Stock so as to appropriately reflect the same. If the Company
         shall make a record of the holders of its Common Stock for the purpose
         of entitling them to receive any dividend or distribution and legally
         abandon its plan to pay or deliver such dividend or distribution then
         no adjustment in the number of Warrant Shares subject to this
         Representative's Warrant shall be required by reason of the making of
         such record.

                  d. Whenever the number of Warrant Shares purchasable upon the
         exercise of this Representative's Warrant is adjusted as provided
         herein, the Exercise Price shall be adjusted (to the nearest one tenth
         of a cent) by respectively multiplying such Exercise Price immediately
         prior to such adjustment by a fraction, the numerator of which shall be
         the number of Warrant Shares purchasable upon the exercise of this
         Representative's Warrant immediately prior to such adjustment, and the
         denominator of which shall be the number of Warrant Shares purchasable
         immediately thereafter.

                  e. In case of any reclassification of the outstanding Common
         Stock (other than a change covered by (a) hereof or which solely
         affects the par value of such Common Stock) or in the case of any
         merger or consolidation of the Company with or into another corporation
         (other than a consolidation or merger in which the Company is the
         continuing corporation and which does not result in any
         reclassification or capital reorganization of the outstanding Common
         Stock), or in the case of any sale or conveyance to another corporation
         of the property of the Company as an entirety or substantially as an
         entirety in connection with which the Company is dissolved, the Holder
         of this Representative's Warrant shall have the right thereafter (until
         the expiration of the right of exercise of this Representative's
         Warrant) to receive upon the exercise hereof, for the same aggregate
         Exercise Price payable hereunder immediately prior to such event, the
         kind and amount of shares of stock or other securities or property
         receivable upon such reclassification, capital reorganization, merger
         or consolidation, or upon the dissolution following any sale or other
         transfer, by a holder of the number of Warrant Shares obtainable upon
         the exercise of this Representative's Warrant immediately prior to such
         event; and if any




                                       5
<PAGE>

         reclassification also results in a change in Common Stock covered by
         (a) above, then such adjustment shall be made pursuant to both this
         paragraph (e) and paragraph (a). The provisions of this paragraph (e)
         shall similarly apply to successive re-classifications, or capital
         reorganizations, mergers or consolidations, sales or other transfers.

                  If the Company after the date hereof shall issue or agree to
         issue Common Stock, options or convertible securities, other than as
         described herein, and such issuance or agreement would in the opinion
         of the Board of Directors of the Company materially affect the rights
         of the Holders of the Representative's Warrants, the Exercise Price and
         the number of Warrant Shares purchasable upon exercise of the
         Representative's Warrants shall be adjusted in such matter, if any, and
         at such time as the Board of Directors of the Company, in good faith,
         may determine to be equitable in the circumstances. The minutes or
         unanimous consent approving such action shall set forth the Board of
         Director's determination as to whether an adjustment is warranted and
         the manner of such adjustment. In the absence of such determination,
         any Holder may request in writing that the Board of Directors make such
         determination. Any such determination made in good faith by the Board
         of Directors shall be final and binding upon the Holders. If the Board
         fails, however, to make such determination within sixty (60) days after
         such request, such failure shall be deemed a determination that an
         adjustment is required.

                  f.       i. Upon occurrence of each event requiring an
                  adjustment of the Exercise Price and of the number of Warrant
                  Shares purchasable upon exercise of this Representative's
                  Warrant in accordance with, and as required by, the terms
                  hereof, the Company shall forthwith employ a firm of certified
                  public accountants (who may be the regular accountants for the
                  Company) who shall compute the adjusted Exercise Price and the
                  adjusted number of Warrant Shares purchasable at such adjusted
                  Exercise Price by reason of such event in accordance herewith.
                  The Company shall give to each Holder of the Representative's
                  Warrants a copy of such computation which shall be conclusive
                  and shall be binding upon such Holders unless contested by
                  Holders by written notice to the Company within thirty (30)
                  days after receipt thereof.

                           ii. In case the Company after the date hereof shall
                  propose (A) to pay any dividend payable in stock to the
                  holders of its Common Stock or to make any other distribution
                  (other than cash dividends) to the holders of its Common Stock
                  or to grant



                                       6
<PAGE>

                  rights to subscribe to or purchase any additional shares of
                  any class or any other rights or options to holders of its
                  Common Stock, (B) to effect any reclassification involving
                  merely the subdivision or combination of outstanding Common
                  Stock, or (C) any capital reorganization or any consolidation
                  or merger, or any sale, transfer or other disposition of its
                  property, assets and business substantially as an entirety, or
                  the liquidation, dissolution or winding up of the Company,
                  then in each such case, the Company shall obtain the
                  computation described above and if an adjustment to the
                  Exercise Price is required, the Company shall notify the
                  Holders of the Representative's Warrants of such proposed
                  action, which shall specify the record date for any such
                  action or if no record date is established with respect
                  thereto, the date on which such action shall occur or
                  commence, or the date of participation therein by the holders
                  of Common Stock if any such date is to be fixed, and shall
                  also set forth such facts with respect thereto as shall be
                  reasonably necessary to indicate the effect of such action on
                  the Exercise Price and the number, or kind, or class of shares
                  or other securities or property obtainable upon exercise of
                  this Representative's Warrant after giving effect to any
                  adjustment which will be required as a result of such action.
                  Such notice shall be given at least twenty (20) days prior to
                  the record date for determining holders of the Common Stock
                  for purposes of any such action, and in the case of any action
                  for which a record date is not established then such notice
                  shall be mailed at least twenty (20) days prior to the taking
                  of such proposed action.

                           iii. Failure to file any certificate or notice or to
                  give any notice, or any defect in any certificate or notice,
                  shall not effect the legality or validity of the adjustment in
                  the Exercise Price or in the number, or kind, or class of
                  shares or other securities or property obtainable upon
                  exercise of the Representative's Warrants or of any
                  transaction giving rise thereto.

                  g. The Company shall not be required to issue fractional
         Warrant Shares upon any exercise of the Representative's Warrants. As
         to any final fraction of a Share which the Holder of a Representative's
         Warrant would otherwise be entitled to purchase upon such exercise, the
         Company shall pay a cash adjustment in respect of such final fraction
         in an amount equal to the same fraction of the market price of a share
         of such stock on the business day preceding the day




                                       7
<PAGE>

         of exercise. The Holder of a Representative's Warrant, by his
         acceptance of a Representative's Warrant, expressly waives any right to
         receive any fractional Warrant Shares.

                  h. Regardless of any adjustments pursuant to this section in
         the Exercise Price or in the number, or kind, or class of shares or
         other securities or other property obtainable upon exercise of a
         Representative's Warrant, a Representative's Warrant may continue to
         express the Exercise Price and the number of Warrant Shares obtainable
         upon exercise at the same price and number of Warrant Shares as are
         stated herein.

                  i. The number of Warrant Shares, the Exercise Price and all
         other terms and provisions of the Company's agreement with the Holder
         of this Representative's Warrant shall be determined exclusively
         pursuant to the provisions hereof.

                  j. The above provisions of this section 6 shall similarly
         apply to successive transactions which require adjustments.

                  k. Notwithstanding any other language to the contrary herein,
         (i) the anti-dilution terms of this Representative's Warrant will not
         be enforced so as to provide the Holder the right to receive, or for
         the accrual of, cash dividends prior to the exercise of this
         Representative's Warrant, and (ii) the anti-dilution terms of this
         Representative's Warrant will not be enforced in such a manner as to
         provide the Holder with disproportionate rights, privileges and
         economic benefits not provided to purchasers of the Common Stock in the
         Public Offering.

         7. The issuance of any Warrant Shares or other securities upon the
exercise of this Representative's Warrant and the delivery of certificates or
other instruments representing such securities, 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 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.

         8.       a. If, at any time after _______________, 2002 (the Effective
         Date of the Registration Statement), and ending ____________, 2009
         (seven years after the Effective Date of the Registration Statement),
         the Company shall file a registration statement (other than on Form
         S-4, Form S-8, or any successor form) with the Securities and Exchange
         Commission (the




                                       8
<PAGE>

         "Commission") while Warrant Shares are available for purchase upon
         exercise of this Representative's Warrant or while any Warrant Shares
         (collectively, the Representative's Warrants and the underlying Warrant
         Shares, the "Representative's Securities") are outstanding, the Company
         shall, on two occasions only, give the Holder and all the then holders
         of such Representative's Securities at least 30 days prior written
         notice of the filing of such registration statement. If requested by
         the Holder or by any such holder in writing within 20 days after
         receipt of any such notice, the Company shall, at the Company's sole
         expense (other than the fees and disbursements of counsel for the
         Holder or such holder and the underwriting discounts, if any, payable
         in respect of the securities sold by the Holder or any such holder),
         register or qualify the Warrant Shares of the Holder or any such
         holders who shall have made such request concurrently with the
         registration of such other securities, all to the extent requisite to
         permit the public offering and sale of the Warrant Shares requested to
         be registered, and will use its best efforts through its officers,
         directors, auditors and counsel to cause such registration statement to
         become effective as promptly as practicable. Notwithstanding the
         foregoing, if the managing underwriter of any such offering shall
         advise the Company in writing that, in its opinion, the distribution of
         all or a portion of the Warrant Shares requested to be included in the
         registration concurrently with the securities being registered by the
         Company would materially adversely affect the distribution of such
         securities by the Company for its own account, then the Holder or any
         such holder who shall have requested registration of his or its Warrant
         Shares shall delay the offering and sale of such Warrant Shares (or the
         portions thereof so designated by such managing underwriter) for such
         period, not to exceed 90 days, as the managing underwriter shall
         request, provided that no such delay shall be required as to any
         Warrant Shares if any securities of the Company are included in such
         registration statement for the account of any person other than the
         Company and the Holder unless the securities included in such
         registration statement for such other person shall have been reduced
         pro rata to the reduction of the Warrant Shares which were requested to
         be included in such registration.

                  b. If at any time after ___________, 2003 (the Effective Date
         of the Registration Statement), and before ___________, 2007 (five
         years after the Effective Date of the Registration Statement), the
         Company shall receive a written request from holders of
         Representative's Securities who, in the aggregate, own (or upon
         exercise of all Representatives Warrants will own)



                                       9
<PAGE>


         a majority of the total number of Warrant Shares, the Company shall, as
         promptly as practicable, prepare and file with the Commission a
         registration statement sufficient to permit the public offering and
         sale of the Warrant Shares, and will use its best efforts through its
         officers, directors, auditors and counsel to cause such registration
         statement to become effective as promptly as practicable; provided,
         however, that the Company shall only be obligated to file and obtain
         effectiveness of two such registration statements for which all
         expenses incurred in connection with such registration (other than the
         fees and disbursements of counsel for the Holder or such holders and
         underwriting discounts, if any, payable in respect of the Warrant
         Shares sold by the Holder or any such holder) shall be borne by the
         Company.

                  c. In addition to the rights above provided, the Company will
         cooperate with the then holders of this Representative's Warrants and
         underlying securities in preparing and signing a registration
         statement, on two occasions only, in addition to the registration
         statements discussed above, required in order to sell or transfer the
         securities underlying the Representative's Warrants and will supply all
         information required therefor, but such additional registration
         statements shall be at the then holders' cost and expense unless the
         Company elects to register additional securities in which case the cost
         and expense of such registration statements will be prorated between
         the Company and the holders of the Representative's Warrants and
         underlying securities according to the aggregate sales prices of the
         securities being issued.

                  d. In the event of a registration pursuant to the provisions
         of this paragraph 8, the Company shall use its best efforts to cause
         the Warrant Shares so registered to be registered or qualified for sale
         under the securities or blue sky laws of such jurisdictions as the
         Holder or such holders may reasonably request; provided, however, that
         the Company shall not be required to qualify to do business in any
         state by reason of this paragraph 8(d) in which it is not otherwise
         required to qualify to do business and provided further, that the
         Company has no obligation to qualify the Warrant Shares where such
         qualification would cause any unreasonable delay or expenditure by the
         Company.

                  e. The Company shall keep effective any registration or
         qualification contemplated by this paragraph 8 and shall from time to
         time amend or supplement each applicable registration statement,
         preliminary prospectus, final prospectus, application, document and
         communication for such period of time as shall be required to permit
         the Holder or such holders to complete the




                                       10
<PAGE>

         offer and sale of the Warrant Shares covered thereby. The Company shall
         in no event be required to keep any such registration or qualification
         in effect for a period in excess of nine months from the date on which
         the Holder and such holders are first free to sell such Warrant Shares;
         provided, however, that if the Company is required to keep any such
         registration or qualification in effect with respect to securities
         other than the Warrant Shares beyond such period, the Company shall
         keep such registration or qualification in effect as it relates to the
         Warrant Shares for so long as such registration or qualification
         remains or is required to remain in effect in respect of such other
         securities.

                  f. In the event of a registration pursuant to the provisions
         of this paragraph 8, the Company shall furnish to the Holder and to
         each such holder such reasonable number of copies of the registration
         statement and of each amendment and supplement thereto (in each case,
         including all exhibits), such reasonable number of copies of each
         prospectus contained in such registration statement and each supplement
         or amendment thereto (including each preliminary prospectus), all of
         which shall conform to the requirements of the Act and the rules and
         regulations thereunder, and such other documents as the Holder or such
         holders may reasonably request in order to facilitate the disposition
         of the Warrant Shares included in such registration.

                  g. In the event of a registration pursuant to the provisions
         of this paragraph 8, the Company shall furnish the Holder and each
         holder of any Warrant Shares so registered with an opinion of its
         counsel to the effect that (i) the registration statement has become
         effective under the Act and no order suspending the effectiveness of
         the registration statement, preventing or suspending the use of the
         registration statement, any preliminary prospectus, any final
         prospectus, or any amendment or supplement thereto has been issued, nor
         to such counsel's actual knowledge has the Securities and Exchange
         Commission or any securities or blue sky authority of any jurisdiction
         instituted or threatened to institute any proceedings with respect to
         such an order and (ii) the registration statement and each prospectus
         forming a part thereof (including each preliminary prospectus), and any
         amendment or supplement thereto, complies as to form with the Act and
         the rules and regulations thereunder. Such counsel shall also provide a
         Blue Sky Memorandum setting forth the jurisdictions in which the
         Warrant Shares have been registered or qualified for sale.



                                       11
<PAGE>

                  h. The Company agrees that until all the Warrant Shares have
         been sold under a registration statement or pursuant to Rule 144 under
         the Act, it shall keep current in filing all reports, statements and
         other materials required to be filed with the Commission to permit
         holders of the Warrant Shares to sell such securities under Rule 144.

                  i. The Holder and any holders who propose to register their
         Warrant Shares under the Act shall execute and deliver to the Company a
         selling stockholder questionnaire on a form to be provided by the
         Company.

                  j. The Company shall not be required by the terms hereof to
         file a Registration Statement if, in the opinion of counsel to the
         holders of the Representative's Warrants and Warrant Shares and counsel
         for the Company (or, should they not agree, in the opinion of another
         counsel experienced in securities law matters acceptable to counsel for
         the holders of Representative's Warrants and Warrant Shares and the
         Company), the proposed public offering or other transfer as to which
         such Registration Statement is requested to be filed is exempt from
         applicable federal and state securities laws, rules, regulations and
         would result in unaffiliated purchasers or transferees obtaining
         securities that are not "restricted securities" as that term is defined
         in Rule 144 under the Act.

         9.       a. Subject to the conditions set forth below, the Company
         agrees to indemnify and hold harmless the Holder, any holder of any of
         the Warrant Shares, their officers, directors, partners, employees,
         agents and counsel, and each person, if any, who controls any such
         person within the meaning of Section 15 of the Act or Section 20(a) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         from and against any and all loss, liability, charge, claim, damage and
         expense whatsoever (which shall include, for all purposes of this
         Section 9, but not be limited to, attorneys' fees, expert witness fees,
         and any and all expense whatsoever incurred in investigating, preparing
         or defending against any litigation, commenced or threatened, or any
         claim whatsoever, and any and all amounts paid in settlement of any
         claim or litigation), as and when incurred, arising out of, based upon,
         or in connection with (i) any untrue statement or alleged untrue
         statement of a material fact contained (A) in any registration
         statement, preliminary prospectus or final prospectus (as from time to
         time amended and supplemented), or any amendment or supplement thereto,
         or (B) in any application or other document or communication (in this
         Section 9 collectively called an "application") executed by or on
         behalf




                                       12
<PAGE>

         of the Company or based upon written information furnished by or on
         behalf of the Company filed in any jurisdiction in order to register or
         qualify any of the Warrant Shares under the securities or blue sky laws
         thereof or filed with the Commission or any securities exchange; or any
         omission or alleged omission to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, unless such statement or omission was made in reliance upon
         and in conformity with written information furnished to the Company
         with respect to the Holder or any holder of any of the Warrant Shares
         by or on behalf of such person expressly for inclusion in any
         registration statement, preliminary prospectus, or final prospectus, or
         any amendment or supplement thereto, or in any application, as the case
         may be, or (ii) any breach of any representation, warranty, covenant or
         agreement of the Company contained in this Representative's Warrant.
         The foregoing agreement to indemnify shall be in addition to any
         liability the Company may otherwise have, including liabilities arising
         under this Representative's Warrant.

                  If any action is brought against the Holder or any holder of
         any of the Warrant Shares or any of its officers, directors, partners,
         employees, agents or counsel, or any controlling persons of such person
         (an "indemnified party") in respect of which indemnity may be sought
         against the Company pursuant to the foregoing paragraph, such
         indemnified party or parties shall promptly notify the Company in
         writing of the institution of such action (but the failure so to notify
         shall not relieve the Company from any liability it may otherwise have
         to Holder or any holder of any of the Warrant Shares) and the Company
         shall promptly assume the defense of such action, including the
         employment of counsel (reasonably satisfactory to such indemnified
         party or parties) and payment of expenses. Such indemnified party or
         parties shall have the right to employ its or their own counsel in any
         such case, but the fees and expenses of such counsel shall be at the
         expense of such indemnified party or parties unless the employment of
         such counsel shall have been authorized in writing by the Company in
         connection with the defense of such action or the Company shall not
         have promptly employed counsel reasonably satisfactory to such
         indemnified party or parties to have charge of the defense of such
         action or such indemnified party or parties shall have reasonably
         concluded that there may be one or more legal defenses available to it
         or them or to other indemnified parties which are different from or
         additional to those available to the Company, in any of which events
         such fees and expenses shall be borne




                                       13
<PAGE>

         by the Company and the Company shall not have the right to direct the
         defense of such action on behalf of the indemnified party or parties.
         Anything in this paragraph to the contrary notwithstanding, the Company
         shall not be liable for any settlement of any such claim or action
         effected without its written consent.

                  b. The Holder and each holder agrees to indemnify and hold
         harmless the Company, each director of the Company, each officer of the
         Company who shall have signed any registration statement covering the
         Warrant Shares held by the Holder and each holder and each other
         person, if any, who controls the Company within the meaning of Section
         15 of the Act or Section 20(a) of the Exchange Act, to the same extent
         as the foregoing indemnity from the Company to the Holder and each
         holder in paragraph 9(a), but only with respect to statements or
         omissions, if any, made in any registration statement, preliminary
         prospectus, or final prospectus (as from time to time amended and
         supplemented), or any amendment or supplement thereto, or in any
         application, in reliance upon and in conformity with written
         information furnished to the Company with respect to the Holder and
         each holder by or on behalf of the Holder and each holder expressly for
         inclusion in any such registration statement, preliminary prospectus,
         or final prospectus, or any amendment or supplement thereto, or in any
         application, as the case may be. If any action shall be brought against
         the Company or any other person so indemnified based on any such
         registration statement, preliminary prospectus, or final prospectus, or
         any amendment or supplement thereto, or in any application, and in
         respect of which indemnity may be sought against the Holder and each
         holder pursuant to this paragraph 9(b), the Holder and each holder
         shall have the rights and duties given to the Company, and the Company
         and each other person so indemnified shall have the rights and duties
         given to the indemnified parties, by the provisions of paragraph 9(a).

                  c. To provide for just and equitable contribution, if (i) an
         indemnified party makes a claim for indemnification pursuant to
         paragraph 9(a) or 9(b) (subject to the limitations thereof) but it is
         found in a final judicial determination, not subject to further appeal,
         that such indemnification may not be enforced in such case, even though
         this Agreement expressly provides for indemnification in such case, or
         (ii) any indemnified or indemnifying party seeks contribution under the
         Act, the Exchange Act or otherwise because the indemnification provided
         for in this Section 9 is for any reason held to be unenforceable by the
         Company and the Holder




                                       14
<PAGE>

         and any holder, then the Company (including for this purpose any
         contribution made by or on behalf of any director of the Company, any
         officer of the Company who signed any such registration statement and
         any controlling person of the Company), as one entity, and the Holder
         and any holder of any of the Warrant Shares included in such
         registration in the aggregate (including for this purpose any
         contribution by or on behalf of the Holder or any holder), as a second
         entity, shall contribute to the losses, liabilities, claims, damages
         and expenses whatsoever to which any of them may be subject, on the
         basis of relevant equitable considerations such as the relative fault
         of the Company and the Holder or any such holder in connection with the
         facts which resulted in such losses, liabilities, claims, damages and
         expenses. The relative fault, in the case of an untrue statement,
         alleged untrue statement, omission or alleged omission, shall be
         determined by, among other things, whether such statement, alleged
         statement, omission or alleged omission relates to information supplied
         by the Company, by the Holder or by any holder of Warrant Shares
         included in such registration, and the parties' relative intent,
         knowledge, access to information and opportunity to correct or prevent
         such statement, alleged statement, omission or alleged omission. The
         Company and the Holder agree that it would be unjust and inequitable if
         the respective obligations of the Company and the Holder for
         contribution were determined by pro rata or per capita allocation of
         the aggregate losses, liabilities, claims, damages and expenses (even
         if the Holder and the other indemnified parties were treated as one
         entity for such purpose) or by any other method of allocation that does
         not reflect the equitable considerations referred to in this paragraph
         9(c). No person guilty of a fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to contribution
         from any person who is not guilty of such fraudulent misrepresentation.
         For purposes of this paragraph 9(c), each person, if any, who controls
         the Holder or any holder of any of the Warrant Shares within the
         meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
         and each officer, director, partner, employee, agent and counsel of
         each such person, shall have the same rights to contribution as such
         person and each person, if any, who controls the Company within the
         meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
         each officer of the Company who shall have signed any such registration
         statement, and each director of the Company shall have the same rights
         to contribution as the Company, subject in each case to the provisions
         of this paragraph 9(c). Anything in this paragraph 9(c) to the contrary
         notwithstanding, no party shall be liable for


                                       15
<PAGE>


         contribution with respect to the settlement of any claim or action
         effected without its written consent. This paragraph 9(c) is intended
         to supersede any right to contribution under the Act, the Exchange Act
         or otherwise.


         10. Unless the Warrant Shares have been registered or an exemption from
such registration is available, the Warrant Shares issued upon exercise of the
Representative's Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing any such Warrant Shares shall bear the
following legend:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES ("BLUE SKY")
         LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED,
         PLEDGED, OR HYPOTHECATED UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933 AND UNDER THE APPLICABLE STATE SECURITIES
         ("BLUE SKY") LAWS OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM
         REGISTRATION UNDER SUCH ACT AND LAWS IS ESTABLISHED TO THE SATISFACTION
         OF THE COMPANY, WHICH MAY NECESSITATE A WRITTEN OPINION OF SELLER'S
         COUNSEL SATISFACTORY TO COMPANY COUNSEL.

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

         12. The Holder of any Representative's 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 Representative's Warrant.

         13. This Representative's Warrant shall be construed in accordance with
the laws of the State of Colorado, without giving effect to conflict of laws.

Dated:              , 2002
       -------------
                                       DICKIE WALKER MARINE, INC.


                                       By:
                                           -------------------------------------
[SEAL]                                     Gerald W. Montiel, Chief Executive
                                                  Officer



                                       16
<PAGE>




                               FORM OF ASSIGNMENT


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

         FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto ________________________ Representative's Warrants to
purchase __________ shares of Common Stock of Dickie Walker Marine, Inc. (the
"Company"), together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such Representative's Warrants on the books of the Company, with full
power of substitution.

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



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

Signature Guaranteed:








                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.



                                       17
<PAGE>




                              ELECTION TO EXERCISE

             (To be executed by the holder if such holder desires to
                 exercise the attached Representative's Warrant)

         The undersigned hereby exercises his, her or its rights to subscribe
for __________ shares of Common Stock covered by the within Representative's
Warrant (each as defined in the within Representative's Warrant) and tenders
payment herewith in the amount of $__________ in accordance with the terms
thereof, and requests that certificates for such Warrants be issued in the name
of, and delivered to:

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

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

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

and, if such number of Warrants (or portions thereof) shall not be all the
Warrants covered by the within Representative's Warrant, that a new
Representative's Warrant for the balance of the Representative's Warrants (or
portions thereof) covered by the within Representative's Warrant be registered
in the name of, and delivered to, the undersigned at the address stated below.

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

Address:
        ------------------------------------------------------------------------

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

---------------------------------------
              (Signature)

Dated:                       Signature Guaranteed:
       --------------------


                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.



                                       18