Exhibit 4.1

THIS  WARRANT  AND  THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF  THIS  WARRANT
(COLLECTIVELY,  THE "SECURITIES")  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE  SKY LAWS  ("BLUE  SKY  LAWS").  NO  TRANSFER,  SALE,  ASSIGNMENT,  PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES OR ANY INTEREST THEREIN MAY
BE MADE EXCEPT (A) PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND ANY APPLICABLE  BLUE SKY LAWS OR (B) IF THE  CORPORATION  HAS
BEEN FURNISHED BOTH WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND
COUNSEL  SHALL  BE  SATISFACTORY  TO THE  CORPORATION,  TO THE  EFFECT  THAT  NO
REGISTRATION  IS  REQUIRED  BECAUSE OF THE  AVAILABILITY  OF AN  EXEMPTION  FROM
REGISTRATION  UNDER THE SECURITIES  ACT AND  APPLICABLE  BLUE SKY LAWS, AND WITH
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT,  PLEDGE,  HYPOTHECATION OR OTHER
DISPOSITION  WILL BE MADE ONLY IN  COMPLIANCE  WITH THE  CONDITIONS  OF ANY SUCH
REGISTRATION OR EXEMPTION.



                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                                       OF
                        EL CAPITAN PRECIOUS METALS, INC.



                                                             Scottsdale, Arizona
Warrant No.: ________                                        Date: _______, 2005

      THIS CERTIFIES THAT, for value received, ______________________________ or
its successors or assigns  (collectively,  the "Holder") is entitled to purchase
from    El    Capitan    Precious    Metals,    Inc.    (the     "Corporation"),
___________________________________  (__________)  fully paid and  nonassessable
shares (the "Shares") of the Corporation's common stock (the "Common Stock"), at
an  exercise  price of Fifty  Cents  ($.50)  per Share (the  "Exercise  Price"),
subject to  adjustment  as herein  provided.  This  Warrant may be  exercised by
Holder at any time from and after the date  hereof  until the date  three  years
from the date  hereof,  at which time all of  Holder's  rights  hereunder  shall
expire.

      This Warrant is subject to the following provisions, terms and conditions:


      1.  Exercise of Warrant.  The rights  represented  by this  Warrant may be
exercised  by the  Holder,  in  whole or in part  (but not as to any  fractional
shares of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Corporation's  principal office, or such other office or agency
of the  Corporation as the Corporation may designate by notice in writing to the
Holder at the address of such Holder appearing on the Corporation's books at any
time within the period  above  indicated),  and upon  payment to it by certified
check,  bank draft or cash of the  purchase  price for such Shares (or  exercise
pursuant  to  Section  0  below).  The  Corporation  agrees  that the  Shares so
purchased shall be deemed to be issued to the Holder as the record owner of such
Shares as of the close of business on the date on which this Warrant  shall have
been  surrendered and payment for such Shares shall have been made as aforesaid.
Certificates for the Shares so purchased shall be delivered to the Holder within
a reasonable time, not exceeding 30 days,  after the rights  represented by this
Warrant shall have been so exercised and, unless this Warrant has expired, a new
Warrant  representing  the number of Shares,  if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder


                                       27
<PAGE>

within such time. The  Corporation  may require that any such new Warrant or any
certificate  for  Shares  purchased  upon  the  exercise  hereof  bear a  legend
substantially similar to that which is contained on the face of this Warrant.

      2.    Cashless  Exercise.  The rights  represented  by this Warrant may be
exercised by the Holder, in whole or in part (but not to as any fractional share
of  Common  Stock) by the  surrender  of this  Warrant  (properly  endorsed,  if
required, at the Corporation's  principal office, or such other office or agency
of the  Corporation as the Corporation may designate by notice in writing to the
Holder at the address of such Holder appearing on the Corporation's books at any
time  within  the  period  above  named),  together  with a notice  of  cashless
exercise.  Upon  surrender  of this  Warrant and receipt of a notice of cashless
exercise, the Holder shall be entitled to receive (without payment by the Holder
of any  exercise  price)  that  number of Shares  equal to the  number of Shares
subject to such  notice of  cashless  exercise  multiplied  by a  fraction,  the
numerator of which shall be the difference  between (i) the Fair Market Value of
one share of Common Stock and (ii) the Exercise  Price,  and the  denominator of
which shall be the Fair Market Value of one share of Common Stock.  For purposes
of this Warrant,  "Fair Market Value" of the Common Stock shall be determined as
follows (as applicable):  (a) if the Common Stock is traded on an exchange or is
quoted on The Nasdaq National Market or Nasdaq SmallCap Market, then the average
closing or last sale prices, respectively,  reported for the date of conversion;
(b) if the  Common  Stock is traded  in the  over-the-counter  market,  then the
average of the closing bid and asked prices  reported on the date of conversion;
(c) if the Common  Stock is not  publicly  traded and there has been a bona fide
sale for cash on an  arm's-length  basis within 45 days prior to the  conversion
date of such Common  Stock by the  Company  privately  to one or more  investors
unaffiliated with the Company (a "Qualifying Sale"), then such most recent sales
price;  or (d) if the Common Stock is not publicly  traded and there has been no
Qualifying  Sale, then fair market value of such stock will be determined by the
Company's board of directors,  acting in good faith utilizing customary business
valuation criteria and methodologies (without discount for lack of marketability
or minority interest).

      3.    Transferability. This Warrant is issued upon the following terms, to
which Holder consents and agrees:

            (a)   Until  this  Warrant  is  transferred  on  the  books  of  the
      Corporation,  the  Corporation  will  treat the  Holder  of this  Warrant,
      registered as such on the books of the Corporation,  as the absolute owner
      hereof  for  all  purposes  without  effect  given  to any  notice  to the
      contrary.

            (b)   This  Warrant may not be  exercised,  and this Warrant and the
      Shares  underlying  this  Warrant  shall  not be  transferable,  except in
      compliance  with  all  applicable  state  and  federal   securities  laws,
      regulations and orders,  and with all other applicable  laws,  regulations
      and orders.

            (c)   The Warrant may not be  transferred,  and the Shares  issuable
      upon exercise of this Warrant,  may not be transferred  without the Holder
      obtaining   an  opinion  of  counsel,   which   opinion  and  counsel  are
      satisfactory  to the  Corporation,  stating that the proposed  transaction
      will not result in a prohibited  transaction  under the Securities Act and
      applicable Blue Sky Laws. By accepting this Warrant,  the Holder agrees to
      act in accordance with any conditions imposed on such transfer by any such
      opinion of counsel.

            (d)   Neither the  issuance of this  Warrant nor the issuance of the
      Shares issuable upon exercise of this Warrant have been  registered  under
      the Securities Act.

                                       28
<PAGE>

      4.    Certain Covenants of the Corporation.  The Corporation covenants and
agrees  that all  Shares  which may be issued  upon the  exercise  of the rights
represented  by this  Warrant,  upon issuance and full payment for the Shares so
purchased,  will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof,  except
those that may be created by or  imposed  upon the Holder or its  property.  The
Corporation further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Corporation will at all
times have authorized and available, free of preemptive or other rights, for the
purpose of issue upon exercise of the purchase rights evidenced by this Warrant,
a  sufficient  number of  shares of its  Common  Stock to  provide  for the full
exercise of the rights represented by this Warrant.

      5.    Adjustment  of  Exercise  Price and Number of Shares.  The  Exercise
Price and number of Shares are subject to the following adjustments:

            (a)   Stock Dividend,  Stock Split or Stock Combination.  If (i) any
      dividends  on any class of the  Corporation's  capital  stock  payable  in
      Common Stock or  securities  convertible  into or  exercisable  for Common
      Stock  (collectively,  "Common  Stock  Equivalents")  shall be paid by the
      Corporation, (ii) the Corporation shall divide its then-outstanding shares
      of Common Stock into a greater number of shares,  or (iii) the Corporation
      shall combine its outstanding shares of Common Stock, by  reclassification
      or  otherwise,  then,  in any such  event,  the  Exercise  Price in effect
      immediately  prior to such event  shall  (until  adjusted  again  pursuant
      hereto) be adjusted immediately after such event to a price (calculated to
      the nearest  full cent) equal to the  quotient of (x) the number of shares
      of Common Stock outstanding immediately prior to such event, multiplied by
      the Exercise Price in effect  immediately prior to such event,  divided by
      (y) the total  number of shares of Common  Stock  outstanding  immediately
      after such event. No adjustment of the Exercise Price shall be made if the
      amount of such adjustment  shall be less than $.05 per Share; but any such
      adjustment not required then to be made shall be carried forward and shall
      be made at the time and  together  with the any  subsequent  adjustment(s)
      which, together with any adjustment(s) so carried forward, shall amount to
      not less than $.05 per Share.

            (b)   Number of Shares  Issuable on Exercise of Warrants.  Upon each
      adjustment  of the Exercise  Price  pursuant to this  Section,  the Holder
      shall thereafter  (until another such adjustment) be entitled to purchase,
      at the adjusted  Exercise Price,  the number of Shares,  calculated to the
      nearest  full Share,  equal to the  quotient of (i) the product of (A) the
      number of Shares  issuable  under this Warrant (as then adjusted  pursuant
      hereto prior to the current  adjustment),  multiplied  by (B) the Exercise
      Price in effect  prior to such  adjustment,  divided by (ii) the  adjusted
      Exercise Price.

            (c)   Notice of  Adjustment.  Upon any  adjustment  of the  Exercise
      Price and any increase or decrease in the number of Shares of Common Stock
      issuable  upon the exercise of the Warrant,  then,  and in each such case,
      the  Corporation  shall  within 30 days  thereafter  give  written  notice
      thereof, by first-class mail, postage prepaid, addressed to each Holder as
      shown on the books of the  Corporation.  Any such  notice  shall state the
      adjusted  Exercise Price and adjusted  number of Shares  issuable upon the
      exercise  of the  Warrant,  and shall set forth in  reasonable  detail the
      methods of calculation of such  adjustments  and the facts upon which such
      calculations were based.

            (d)   Effect of  Reorganization,  Reclassification  or Merger. If at
      any time  while  this  Warrant  is  outstanding  there  should  be (i) any
      reorganization  of the  Corporation's  capital stock (other than splits or
      combinations  of Common Stock  contemplated by and provided for in Section
      5(a)). (ii) any  consolidation  or merger of the  Corporation with another
      corporation, limited liability Corporation,  partnership or other business
      entity,  or  any  sale,  conveyance,   lease  or  other  transfer  by  the
      Corporation  of all or  substantially  all of its  property  to any  other
      corporation, limited liability Corporation,  partnership or other business
      entity,  which is  effected  in such a manner  that the  holders of Common
      Stock shall be entitled to receive cash, stock,  securities or assets with
      respect to or in exchange for Common  Stock,  or (iii) any dividend or any
      other  distribution  upon any  class of the  Corporation's  capital  stock
      payable in capital  stock of a different  class,  other  securities of the
      Corporation,  or other Corporation  property (other than cash), then, as a
      part of such  transaction,  lawful  provision shall be made so that Holder
      shall have the right thereafter to receive,  upon the exercise hereof, the

                                       29
<PAGE>

      number  of  shares  of  stock  or  other  securities  or  property  of the
      Corporation or of the successor  entity  resulting from a consolidation or
      merger, or of the entity to which the property of the Corporation has been
      sold, conveyed, leased or otherwise transferred, as the case may be, which
      the  Holder  would  have  been  entitled  to  receive  upon  such  capital
      reorganization,  reclassification of capital stock, consolidation, merger,
      sale,  conveyance,  lease  or other  transfer,  if this  Warrant  had been
      exercised    immediately    prior   to   such   capital    reorganization,
      reclassification   of  capital   stock,   consolidation,   merger,   sale,
      conveyance,  lease  or  other  transfer.  In any  such  case,  appropriate
      adjustments (as determined by the Corporation's  board of directors) shall
      be made in the  application  of the  provisions of this Warrant to the end
      that the  provisions set forth herein shall  thereafter be applicable,  as
      near as  reasonably  may be, in relation  to any shares or other  property
      thereafter  deliverable upon the exercise of the Warrant as if the Warrant
      had  been  exercised  immediately  prior to such  capital  reorganization,
      reclassification  of capital  stock,  such  consolidation,  merger,  sale,
      conveyance,  lease or other  transfer  and the Holder had  carried out the
      terms of the  exchange as  provided  for by such  capital  reorganization,
      consolidation or merger.

      6.    No Rights as Shareholder.  This Warrant shall not entitle the Holder
hereof to any voting rights or other rights as a shareholder of the Corporation.

      7.    Registration. The Company hereby agrees to prepare and file with the
Securities and Exchange Commission (the "SEC") a registration statement covering
the resale of the shares of the Company's common stock issuable upon exercise of
this Warrant  within sixty (60) days of the final  closing  under the  Company's
private  placement  of 2,000,000  Units,  each unit  consisting  of one share of
common  stock and one  warrants  to purchase  the  Company's  common  stock (the
"Offering").  The Company agrees to use its commercially  reasonable  efforts to
cause such registration statement to be declared effective by the SEC after such
filing, and to keep the registration  statement effective for one year following
the date it is initially declared effective by the SEC.

      8.    Loss or Mutilation.  Upon receipt by the Corporation  from Holder of
evidence reasonably  satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity reasonably  satisfactory
to the  Corporation,  and in case of mutilation upon surrender and  cancellation
hereof, the Corporation will execute and deliver in lieu hereof a new Warrant of
like tenor to Holder; provided,  however, in the case of mutilation no indemnity
shall be required if this Warrant in  identifiable  form is  surrendered  to the
Corporation for cancellation.

      9.    Governing  Law.  This Warrant  shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  Nevada  without  regard  to its
conflicts-of-law provisions.

      10.   Amendments  and Waivers.  The  provisions of this Warrant may not be
amended, modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Corporation agrees in writing and
has obtained the written consent of the Holder.

      11.   Successors and Assigns. All the terms and conditions of this Warrant
shall be binding upon and inure to the benefit of the permitted  successors  and
assigns of the Corporation and Holder.


                                       30
<PAGE>

      12.   Headings  and  References.  The  headings  of this  Warrant  are for
convenience only and shall not affect the interpretation of this Warrant. Unless
the  context  indicates  otherwise,   all  references  herein  to  Sections  are
references to Sections of this Warrant.

      13.   Notices. All notices or communications  hereunder,  except as herein
otherwise specifically provided, shall be in writing. Notices sent to the Holder
shall be mailed, hand delivered or faxed and confirmed to the Holder at his, her
or its  address  set forth in the  Corporation's  records.  Notices  sent to the
Corporation shall be mailed, hand delivered or faxed and confirmed to El Capitan
Precious Metals, Inc., c/o Charles C. Mottley,  14301 N. 87th Street, Suite 216,
Scottsdale,  Arizona 85260,  or to such other address as the  Corporation or the
Holder shall notify the other as provided in this Section.

      14.   Counterparts.  This warrant may be executed by the  Corporation  and
attested to in counterparts.

                             Signature Page Follows


                                       31
<PAGE>

      IN WITNESS  WHEREOF,  the Corporation has caused this Warrant to be signed
by its duly authorized officer on the date first set forth above.



                                        EL CAPITAN PRECIOUS METALS, INC.:

                                        By:
                                            ------------------------------------
                                            CHARLES C. MOTTLEY
                                            President

ATTEST:


By:
    -------------------------------------------------
     STEVE ANTOL, Treasurer


                      Signature Page - Warrant No. ______