EXHIBIT 4.2

THIS WARRANT AND THE SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  FOR RESALE UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY
STATE  SECURITIES  LAWS AND MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE  REGISTRATION  STATEMENT AS TO SUCH
SECURITIES  FILED  UNDER  THE  ACT,  OR  AN  EXEMPTION  FROM  REGISTRATION,  AND
COMPLIANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS. THE ISSUER MAY REQUIRE AN
OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER HEREOF THAT SUCH  REGISTRATION IS
NOT REQUIRED AND THAT SUCH LAWS ARE COMPLIED WITH. THIS WARRANT MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED PRIOR TO FEBRUARY 27, 2005 AND THE REGISTERED  HOLDER OF
THIS WARRANT,  BY ITS/HIS/HER  ACCEPTANCE HEREOF,  AGREES THAT IT WILL NOT SELL,
TRANSFER OR ASSIGN THIS WARRANT PRIOR TO THAT DATE.

VOID AFTER 5:00 P.M., SPOKANE, WASHINGTON TIME, ON FEBRUARY 27, 2009.


Warrant to subscribe for and purchase 69,500 shares of Common Stock,  $0.001 par
value, of

                                 NOVA OIL, INC.
                                 --------------

This is to Certify That,

FOR ONE HUNDRED  DOLLARS  ($100) AND OTHER VALUE  RECEIVED,  PUBLIC  SECURITIES,
INC., a Washington Corporation,  (the "Holder") is entitled to purchase, subject
to the  provisions of this Warrant,  from NOVA OIL,  INC., a Nevada  Corporation
("Company"),  at any time on or after February 27, 2004, and not later than 5:00
p.m.,  Spokane  Time,  on February 27, 2009, a total of 69,500  shares of Common
Stock of the Company ("Securities") exercisable at a purchase price of $0.14 for
the  Securities.  The number of  Securities  to be received upon the exercise of
this Warrant and the price to be paid for the  Securities  may be adjusted  from
time to time as  hereinafter  set forth.  The  purchase  price of a Security  in
effect at any time and as adjusted  from time to time is  hereinafter  sometimes
referred to as the  "Exercise  Price." This Warrant is or may be one of a series
of Warrants  identical in form issued by the Company to purchase an aggregate of
69,500 Shares of Common Stock.  The  Securities,  as adjusted from time to time,
underlying  the  Warrants  are  hereinafter  sometimes  referred  to as "Warrant
Securities".

(1.)     EXERCISE OF WARRANT.  Subject to the  provisions of Section (7) hereof,
         this  Warrant may be  exercised  in whole or in part at anytime or from
         time to time on or after,  February 27,  2004,  but not later than 5:00
         p.m., Spokane, Washington Time on February 27, 2009, or if February 27,
         2009 is a day on which banking  institutions  are  authorized by law to
         close,  then on the next  succeeding day which shall not be such a day,
         by presentation and surrender hereof to the Company or at the office of
         its stock transfer agent, if any, with the Purchase Form annexed hereto
         duly executed and  accompanied by payment of the Exercise Price for the
         number of shares of Securities as specified in such Form, together with
         all federal and state taxes  applicable upon such exercise.  During the
         term of this  Warrant,  the  Company  agrees  that the Holder  shall be
         entitled  to  participate  in any  tender  offer  being  made  for  the
         Securities and to so notify the Holder within a reasonable time of such
         tender  offer no later  than the third  business  day after the day the
         Company  becomes  aware  that any  tender  offer is being  made for the
         Securities.  If this  Warrant  should be  exercised  in part only,  the
         Company shall, upon surrender of this Warrant for cancellation, execute
         and  deliver  a new  Warrant  evidencing  the  right of the  Holder  to
         purchase  the  balance  of the  Securities  purchasable  hereunder  not
         purchased. Upon receipt by the Company of this Warrant at the office of
         the Company or at the office of the Company's  stock transfer agent, in
         proper form for exercise and  accompanied by the total Exercise  Price,
         the
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         Holder  shall be  deemed to be the  holder of record of the  Securities
         issuable upon such  exercise,  notwithstanding  that the stock transfer
         books  of the  Company  shall  then  be  closed  or  that  certificates
         representing  such Securities  shall not then be actually  delivered to
         the Holder.

(2.)     RESERVATION OF SECURITIES.  The Company hereby agrees that at all times
         there shall be reserved for issuance  and/or  delivery upon exercise of
         this Warrant such number of shares of  Securities  as shall be required
         for issuance or delivery  upon  exercise of this  Warrant.  The Company
         covenants and agrees that, upon exercise of this Warrant and payment of
         the Exercise Price therefor, all Securities issuable upon such exercise
         shall be duly and validly issued,  fully paid,  non-assessable  and not
         subject to the preemptive rights of any stockholder.

(3.)     FRACTIONAL   SHARES.  No  fractional   shares  or  scrip   representing
         fractional  shares shall be issued upon the  exercise of this  Warrant.
         With  respect to any  fraction of a share  called for upon any exercise
         hereof,  the Company shall pay to the Holder an amount in cash equal to
         such fraction multiplied by the current market value of such fractional
         share, determined as follows:

         (a)      If the Securities are listed on a national securities exchange
                  or admitted to unlisted  trading  privileges on such exchange,
                  the current value shall be the last reported sale price of the
                  Common Stock on such  exchange on the last  business day prior
                  to the date of exercise of this  Warrant or if no such sale is
                  made on such day,  the  average of the  closing  bid and asked
                  prices for such day on such exchange; or,

         (b)      If the  Securities  are not so listed or  admitted to unlisted
                  trading privileges, the current value shall be the mean of the
                  last  reported bid and asked  prices  reported by the National
                  Association of Securities  Dealers Automated  Quotation System
                  (or,  if not so quoted  on  NASDAQ  or quoted by the  National
                  Quotation Bureau,  Inc.) on the last business day prior to the
                  date of the exercise of this Warrant; or (c) If the Securities
                  are not so listed or admitted to unlisted  trading  privileges
                  and bid and asked  prices  are not so  reported,  the  current
                  value shall be an amount, not less than book value, determined
                  in such reasonable manner as may be prescribed by the Board of
                  Directors of the Company,  such  determination to be final and
                  binding on the Holder.

(4.)     Exchange,  Assignment or Loss of Warrant. This Warrant is exchangeable,
         without  expense,  at the option of the Holder,  upon  presentation and
         surrender  hereof to the Company or at the office of its stock transfer
         agent, if any, for other Warrants of different  denominations entitling
         the Holder thereof to purchase  (under the same terms and conditions as
         provided  by  this  Warrant)  in  the  aggregate  the  same  number  of
         Securities  purchasable  hereunder.  This  Warrant  may  not  be  sold,
         transferred,  assigned,  or hypothecated  until after one year from the
         effective date of the Registration  Statement hereof except that it may
         be  (i)   assigned  in  whole  or  in  part  to  the  officers  of  the
         "Underwriter(s)", and (ii) transferred to any successor to the business
         of the "Underwriter(s)." Any such assignment shall be made by surrender
         of this Warrant to the Company,  or at the office of its stock transfer
         agent,  if any, with the  Assignment  Form annexed hereto duly executed
         and with  funds  sufficient  to pay any  transfer  tax;  whereupon  the
         Company shall, without charge, execute and deliver a new Warrant in the
         name of the assignee named in such  instrument of assignment,  and this
         Warrant  shall  promptly be  canceled.  This  Warrant may be divided or
         combined  with  other   Warrants  which  carry  the  same  rights  upon
         presentation  hereof at the  office of the  Company or at the office of
         its stock  transfer  agent,  if any,  together  with a  written  notice
         specifying the names and  denominations in which new Warrants are to be
         issued and  signed by the Holder  hereof.  The term  "Warrant"  as used
         herein includes any Warrants issued in substitution  for or replacement
         of  this  Warrant,  or  into  which  this  Warrant  may be  divided  or
         exchanged.  Until this Warrant is duly  transferred on the books of the
         Company, the Company may treat the registered holder of this Warrant as
         absolute  owner hereof for all

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         purposes  without being  affected by any notice to the  contrary.  Each
         successive  holder  of  this  Warrant,  or any  portion  of the  rights
         represented  thereby,  shall be bound by the terms and  conditions  set
         forth herein.  Upon receipt by the Company of evidence  satisfactory to
         it of the loss, theft,  destruction or mutilation of this Warrant,  and
         (in the case of loss, theft or destruction) of reasonably  satisfactory
         indemnification,  and upon surrender and  cancellation of this Warrant,
         if  mutilated,  the Company  will  execute and deliver a new Warrant of
         like tenor and date. Any such new Warrant  executed and delivered shall
         constitute  an  additional  contractual  obligation  on the part of the
         Company,  whether or not the  Warrant so lost,  stolen,  destroyed,  or
         mutilated shall be at any time enforceable by anyone.

(5.)     Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
         entitled to any rights of a stockholder  in the Company,  either at law
         or equity,  and the rights of the Holder are limited to those expressed
         in the Warrant and are not  enforceable  against the Company  except to
         the extent set forth herein.

(6.)     Notices  to  Warrant  Holders.   So  long  as  this  Warrant  shall  be
         outstanding  and  unexercised (i) if the Company shall pay any dividend
         or make any distribution  upon the Common Stock, or (ii) if the Company
         shall offer to the holders of Common Stock for subscription or purchase
         by them any shares of stock of any class or any other rights,  or (iii)
         if any capital  reorganization of the Company,  reclassification of the
         capital  stock of the Company,  consolidation  or merger of the Company
         with or into  another  corporation,  sale,  lease or transfer of all or
         substantially  all of the property and assets of the Company to another
         corporation  which is  effected  in such a manner  that the  holders of
         Common Stock shall be entitled to receive  stock,  securities or assets
         with  respect to or in  exchange  for Common  Stock,  or  voluntary  or
         involuntary dissolution, liquidation or winding up of the Company shall
         be  effected,  then,  in any such case,  the Company  shall cause to be
         delivered  to the  Holder,  at least  ten (10)  days  prior to the date
         specified in (x) or (y) below, as the case may be, a notice  containing
         a brief  description  of the  proposed  action and  stating the date on
         which  (x) a record is to be taken for the  purpose  of such  dividend,
         distribution or rights, or (y) such  reclassification,  reorganization,
         consolidation,  merger, conveyance, lease, dissolution,  liquidation or
         winding up is to take place and the date, if any, is to be fixed, as of
         which the  holders  of  Common  Stock of record  shall be  entitled  to
         exchange  their shares of Common  Stock for  equivalent  securities  or
         other property deliverable upon such reclassification,  reorganization,
         consolidation,  merger, conveyance, dissolution, liquidation or winding
         up.

(7.)     Adjustment  of  Exercise  Price and  Number  of Shares of Common  Stock
         Deliverable.

         (A)

                  (i)      Except  as  hereinafter  provided,  in the  event the
                           Company shall, at any time or from time to time after
                           the date hereof,  issue any shares of Common Stock as
                           a stock  dividend to the holders of Common Stock,  or
                           subdivide or combine the outstanding shares of Common
                           Stock into a greater or lesser  number of shares (any
                           such  issuance,   subdivision  or  combination  being
                           herein  call  a  "Change  of  Shares"),   then,   and
                           thereafter  upon each further  Change of Shares,  the
                           Exercise  Price of the Common Stock issuable upon the
                           exercise of the Warrant in effect  immediately  prior
                           to such Change of Shares  shall be changed to a price
                           (including any  applicable  fraction of a cent to the
                           nearest  cent)  determined by dividing (i) the sum of
                           (a) the  total  number  of  shares  of  Common  Stock
                           outstanding  immediately  prior  to  such  Change  of
                           Shares,  multiplied  by the Exercise  Price in effect
                           immediately  prior to such Change of Shares,  and (b)
                           the  consideration,  if any,  received by the Company
                           upon such  issuance,  subdivision  or  combination by
                           (ii) the total  number  of  shares  of  Common  Stock
                           outstanding  immediately after such Change of Shares;
                           provided,   however,  that  in  no  event

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<PAGE>
                           shall the Exercise Price be adjusted pursuant to this
                           computation  to an amount  in excess of the  Exercise
                           Price   in   effect   immediately   prior   to   such
                           computation,  except in the case of a combination  of
                           outstanding shares of Common Stock.

                           For  the  purposes  of any  adjustment  to be made in
                           accordance   with  this  Section  (7)  the  following
                           provisions shall be applicable:

                           (I)      Shares of Common  Stock  issuable  by way of
                                    dividend  or  other   distribution   on  any
                                    capital stock of the Company shall be deemed
                                    to have been  issued  immediately  after the
                                    opening of business on the day following the
                                    record   date  for  the   determination   of
                                    shareholders   entitled   to  receive   such
                                    dividend or other  distribution and shall be
                                    deemed   to   have   been   issued   without
                                    consideration.

                           (II)     The number of shares of Common  Stock at any
                                    one time outstanding  shall not be deemed to
                                    include   the  number  of  shares   issuable
                                    (subject  to  readjustment  upon the  actual
                                    issuance   thereof)  upon  the  exercise  of
                                    options,  rights  or  warrants  and upon the
                                    conversion  or  exchange of  convertible  or
                                    exchangeable securities.

                  (ii)     Upon each  adjustment of the Exercise  Price pursuant
                           to  this   Section  (7),  the  number  of  shares  of
                           Securities  purchasable  upon  the  exercise  of each
                           Warrant  shall be the number  derived by  multiplying
                           the  number  of  shares  of  Securities   purchasable
                           immediately  prior to such adjustment by the Exercise
                           Price in effect prior to such adjustment and dividing
                           the product so obtained  by the  applicable  adjusted
                           Exercise Price.

         (B)      In case  of any  reclassification  or  change  of  outstanding
                  Securities  issuable upon exercise of the Warrants (other than
                  a change in par value,  or from par value to no par value,  or
                  from no par value to par value or as a result of a subdivision
                  or combination),  or in case of any consolidation or merger of
                  the  Company  with or into  another  corporation  other than a
                  merger with a "Subsidiary"  (which shall mean any  corporation
                  or  corporations,  as the case may be, of which  capital stock
                  having  ordinary  power to elect a  majority  of the  Board of
                  Directors of such corporation (regardless of whether or not at
                  the time  capital  stock of any other class or classes of such
                  corporation  shall have or may have voting  power by reason of
                  the happening of any  contingency)  is at the time directly or
                  indirectly   owned   by  the   Company   or  by  one  or  more
                  Subsidiaries)  or by the Company and one or more  Subsidiaries
                  in which merger the Company is the continuing  corporation and
                  which does not result in any reclassification or change of the
                  then outstanding shares of Common Stock or other capital stock
                  issuable upon exercise of the Warrants (other than a change in
                  par value,  or from par value to no par value,  or from no par
                  value  to  par  value  or  as  a  result  of   subdivision  or
                  combination)  or in case of any sale or  conveyance to another
                  corporation  of the  property of the Company as an entirety or
                  substantially  as an  entirety,  then,  as a condition of such
                  reclassification,   change,  consolidation,  merger,  sale  or
                  conveyance,  the  Company,  or such  successor  or  purchasing
                  corporation,  as the  case  may  be,  shall  make  lawful  and
                  adequate  provision  whereby the Holder of each  Warrant  then
                  outstanding  shall  have the right  thereafter  to  receive on
                  exercise of such Warrant the kind and amount of securities and
                  property  receivable  upon  such   reclassification,   change,
                  consolidation,  merger,  sale or conveyance by a holder of the
                  number of  securities  issuable  upon exercise of such Warrant
                  immediately   prior   to   such   reclassification,    change,
                  consolidation,  merger, sale or conveyance and shall forthwith
                  file at the principal office of the Company a statement signed
                  on its behalf by its President or a

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                  Vice President and by its Treasurer or an Assistant  Treasurer
                  or its  Secretary or an Assistant  Secretary  evidencing  such
                  provision.   Such  provisions  shall  include   provision  for
                  adjustments  which  shall be as  nearly  equivalent  as may be
                  practicable to the adjustments provided for in Section (7)(A).
                  The above  provisions of this Section  (7)(B) shall  similarly
                  apply to successive reclassifications and changes of shares of
                  Common Stock and to successive consolidations,  mergers, sales
                  or conveyances.

         (C)      Irrespective  of any  adjustments  or changes in the  Exercise
                  Price or the number of Securities purchasable upon exercise of
                  the  Warrants,   the  Warrant  Certificates   theretofore  and
                  thereafter issued shall (unless the Company shall exercise its
                  option  to issue new  Warrant  Certificates  pursuant  hereto)
                  continue  to  express  the  Exercise  Price  per share and the
                  number of shares purchasable  thereunder as the Exercise Price
                  per share and the number of shares  purchasable  thereunder as
                  expressed  in the  Warrant  Certificates  when the  same  were
                  originally issued.

         (D)      After each  adjustment of the Exercise  Price pursuant to this
                  Section (7), the Company will  promptly  prepare a certificate
                  signed on its behalf by the President or Vice  President,  and
                  by the Treasurer or an Assistant Treasurer or the Secretary or
                  an Assistant Secretary,  of the Company setting forth: (i) the
                  Exercise  Price as so adjusted,  (ii) the number of Securities
                  purchasable   upon  exercise  of  each  Warrant,   after  such
                  adjustment,   and  (iii)  a  brief   statement  of  the  facts
                  accounting for such adjustment. The Company will promptly file
                  such  certificate  in the  Company's  minute books and cause a
                  brief summary  thereof to be sent by ordinary first class mail
                  to each Holder at his last  address as it shall  appear on the
                  registry books of the Company.  No failure to mail such notice
                  nor any defect therein or in the mailing  thereof shall affect
                  the  validity  thereof  except  as to the  holder  to whom the
                  Company failed to mail such notice, or except as to the holder
                  whose notice was defective. The affidavit of an officer or the
                  Secretary or an  Assistant  Secretary of the Company that such
                  notice has been  mailed  shall,  in the  absence of fraud,  be
                  prima facie evidence of the facts stated therein.

                  (i)      INTENT OF PROVISIONS.  Notwithstanding  any provision
                           to the contrary,  if any event occurs as to which, in
                           the opinion of the Board of Directors of the Company,
                           the  other  provisions  of  this  Section  7 are  not
                           strictly applicable or if strictly applicable,  would
                           not fairly protect the rights of the Holders' Warrant
                           in   accordance   with  the   essential   intent  and
                           principles  of such  provisions,  then such  Board of
                           Directors   shall  appoint  a  firm  of   independent
                           certified  public   accountants  (which  may  be  the
                           regular auditors of the Company) which shall give its
                           opinion  upon  the  adjustment,  if  any,  on a basis
                           consistent with such essential intent and principles,
                           necessary to preserve,  without dilution,  the rights
                           of the  Holders.  Upon receipt of such opinion by the
                           Board of Directors of the Company,  the Company shall
                           forthwith make the adjustments described therein

         (E)      No adjustment of the Exercise  Price shall be made as a result
                  of or in connection with the issuance or sale of Securities if
                  the  amount  of said  adjustment  shall  be less  than  $0.01,
                  provided,  however,  that in such case,  any  adjustment  that
                  would  otherwise be required  then to be made shall be carried
                  forward and shall be made at the time of and together with the
                  next subsequent  adjustment  that shall amount,  together with
                  any  adjustment  so carried  forward,  to at least  $0.01.  In
                  addition, Holders shall not be entitled to cash dividends paid
                  by the  Company  prior  to the  exercise  of  any  Warrant  or
                  Warrants held by them.

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<PAGE>
         (F)      In the event that the  Company  shall at any time prior to the
                  exercise of all Warrants declare a dividend  consisting solely
                  of shares  of  Common  Stock or  otherwise  distribute  to its
                  stockholders  any assets,  property,  rights,  or evidences of
                  indebtedness,  the Holders of the  unexercised  Warrants shall
                  thereafter be entitled, in addition to the Securities or other
                  securities and property  receivable upon the exercise thereof,
                  to  receive,  upon the  exercise  of such  Warrants,  the same
                  property,  assets, rights, or evidences of indebtedness,  that
                  they would have been  entitled  to receive at the time of such
                  dividend or distribution as if the Warrants had been exercised
                  immediately  prior to such  dividend or  distribution.  At the
                  time of any such dividend or  distribution,  the Company shall
                  make appropriate  reserves to ensure the timely performance of
                  the provisions of this Section (7).

         (G)

                  (G.1)    RIGHT TO EXERCISE ON A NET ISSUANCE BASIS. In lieu of
                           exercising  this  Warrant for cash,  the Holder shall
                           have  the  right  to  exercise  this  Warrant  or any
                           portion  thereof  (the  "Net  Issuance  Right")  into
                           Common  Stock as provided in this  Section G.1 at any
                           time or from time to time during the period specified
                           on page one of this Warrant Agreement,  hereof by the
                           surrender  of this Warrant to the Company with a duly
                           executed  and  completed   Exercise  Form  marked  to
                           reflect net issuance  exercise.  Upon exercise of the
                           Net  Issuance  Right  with  respect  to a  particular
                           number of shares of the  Securities  subject  to this
                           Warrant  and  noted on the  Exercise  Form  (the "Net
                           Issuance Warrant Shares"),  the Company shall deliver
                           to the Holder  (without  payment by the Holder of any
                           Exercise  Price or any  cash or other  consideration)
                           (X)  that   number  of  shares  of  fully   paid  and
                           nonassessable  shares  of Common  Stock  equal to the
                           quotient  obtained  by  dividing  the  value  of this
                           Warrant (or the specified  portion hereof) on the Net
                           Issuance   Exercise   Date,   which  value  shall  be
                           determined by subtracting (A) the aggregate  Exercise
                           Price of the Net Issuance Warrant Shares  immediately
                           prior to the exercise of the Net Issuance  Right from
                           (B)  the  aggregate  fair  market  value  of the  Net
                           Issuance  Warrant  Shares  issuable  upon exercise of
                           this Warrant (or the specified portion hereof) on the
                           Net Issuance Exercise Date (as herein defined) by (Y)
                           the fair  market  value one share of Common  Stock on
                           the Net Issuance  Exercise Date (as herein  defined).
                           Expressed  as a  formula  as  shown  below,  such net
                           issuance  exercise shall be computed as follows:  X =
                           B-A / Y Where:  X = the  number  of  shares of Common
                           Stock that may be issued to the Holder,  Y = the fair
                           market value  ("FMV") of one share of Common Stock as
                           of the Net Issuance  Exercise Date, A = the aggregate
                           Exercise  Price  (i.e.  the  product   determined  by
                           multiplying  the Net Issuance  Warrant  Shares by the
                           Exercise  Price) and B = the aggregate FMV (i.e.  the
                           product  determined by multiplying the FMV by the Net
                           Issuance Warrant Shares).

                  (G.1.2)  DETERMINATION  OF FAIR MARKET VALUE.  For purposes of
                           this Section G.1.2, "fair market value" of a share of
                           Common  Stock as of the Net  Issuance  Exercise  Date
                           shall mean:

                           (i)      if the Net  Issuance  Right is  exercised in
                                    connection with and contingent upon a Public
                                    Offering,  and if the Company's registration
                                    Statement  relating to such Public  Offering
                                    has been declared effective by the SEC, then
                                    the initial  "Price to Public"  specified in
                                    the final  Prospectus  with  respect to such
                                    offering.

                           (ii)     if the Net Issuance  Right is not  exercised
                                    in  connection  with and  contingent  upon a
                                    Public Offering, then as follows:

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<PAGE>
                                    (a)      If traded on a securities exchange,
                                             the fair market value of the Common
                                             Stock  shall  be  deemed  to be the
                                             last  reported  sale price or if no
                                             reported  sale  takes  place,   the
                                             average of the last  reported  sale
                                             prices   for  the  last  three  (3)
                                             trading   days  prior  to  the  Net
                                             Issuance Date;

                                    (b)      If  traded on the  Nasdaq  National
                                             Market  or  the  Nasdaq  Small  Cap
                                             Market,  the fair  market  value of
                                             the Common Stock shall be deemed to
                                             be the average of the last reported
                                             sale price of the  common  Stock on
                                             such Market over the last three (3)
                                             trading   days  prior  to  the  Net
                                             Issuance Exercise Date;

                                    (c)      If  traded  over-the-counter  other
                                             than on the Nasdaq  National market
                                             or the Nasdaq SmallCap Market,  the
                                             fair  market  value  of the  Common
                                             Stock  shall  be  deemed  to be the
                                             average of the midpoint between the
                                             closing  bid and ask  prices of the
                                             Common Stock over the 3-day trading
                                             period  prior  to the Net  Issuance
                                             Exercise Date; and,

                                    (d)      If there is no  public  market  for
                                             the  Common  Stock,  then  the fair
                                             market value shall be determined by
                                             mutual     agreement     of     the
                                             Warrantholder and the Company,  and
                                             if  the   Warrantholder   and   the
                                             Company are unable to so agree,  at
                                             the Company's  sole expense,  by an
                                             investment   banker   of   national
                                             reputation  selected by the Company
                                             and  reasonably  acceptable  to the
                                             Warrantholder.

(8.)     PIGGYBACK  REGISTRATION.  If, at any time  commencing one year from the
         effective  date of the  registration  statement  and expiring  four (4)
         years  thereafter,   the  Company  proposes  to  register  any  of  its
         securities  under the  Securities  Act of 1933,  as amended (the "Act")
         (other than in connection with a merger or pursuant to Form S-8, S-4 or
         other comparable registration statement) it will give written notice by
         registered  mail, at least thirty (30) days prior to the filing of each
         such registration statement, to the Holders and to all other Holders of
         the Warrants  and/or the Warrant  Securities of its intention to do so.
         If  the  Holder  or  other  Holders  of  the  Warrants  and/or  Warrant
         Securities  notify the Company within twenty (20) days after receipt of
         any such  notice of its or their  desire to  include  the resale of any
         such securities in such proposed  registration  statement,  the Company
         shall afford each of the  Underwriter  and such Holders of the Warrants
         and/or  Warrant  Securities  the  opportunity to have the resale of any
         such Warrant Securities  registered under such registration  statement.
         In the  event  any  underwriter  underwriting  the  sale of  securities
         registered  by such  registration  statement  shall limit the number of
         securities  includable  in such  registration  by  shareholders  of the
         Company,  the number of such  securities  shall be  allocated  pro rata
         among the  holders of  Warrants  and the  holders  of other  securities
         entitled  to  piggyback   registration   rights.   Notwithstanding  the
         provisions  of this  Section,  the Company  shall have the right at any
         time after it shall have given written notice

                                       7
<PAGE>
         pursuant to this Section (irrespective of whether a written request for
         inclusion of any such securities  shall have been made) to elect not to
         file any such proposed registration  statement, or to withdraw the same
         after the filing but prior to the effective date thereof.

(9.)     [RESERVED).

(10.)    COVENANTS OF THE COMPANY WITH RESPECT TO  REGISTRATION.  In  connection
         with any registration  under Section (8) hereof,  the Company covenants
         and agrees as follows:

         (a)      The Company shall use its best efforts to file a  registration
                  statement  within  thirty  (30) days of  receipt of any demand
                  therefor,  shall use its best efforts to have any registration
                  statement  declared  effective at the earliest  possible time,
                  and  shall  furnish  each  Holder  desiring  to  sell  Warrant
                  Securities such number of prospectuses as shall  reasonably be
                  requested.

         (b)      The Company shall pay all costs  (excluding  fees and expenses
                  of  Holder(s)'   counsel  and  any   underwriting  or  selling
                  commissions),   fees  and  expenses  in  connection  with  all
                  registration  statements  filed  pursuant to Sections (h), (i)
                  and (j) hereof including,  without  limitation,  the Company's
                  legal and accounting fees,  printing  expenses,  blue sky fees
                  and  expenses.  If the  Company  shall fail to comply with the
                  provisions of Section (10)(a),  the Company shall, in addition
                  to any  other  equitable  or  other  relief  available  to the
                  Holder(s),  extend the Exercise  Period by such number of days
                  as shall equal the delay caused by the Company's failure.

         (c)      The  Company  will  take all  necessary  action  which  may be
                  required in qualifying or registering  the Warrant  Securities
                  included  in a  registration  statement  for resale  under the
                  securities  or blue sky laws of such states as are  reasonably
                  requested by the  Holder(s),  provided  that the Company shall
                  not be  obligated  to execute or file any  general  consent to
                  service of process or to qualify as a foreign  corporation  to
                  do business under the laws of any such jurisdiction.

         (d)      The  Company  shall  indemnify  the  Holder(s)  of the Warrant
                  Securities to be resold pursuant to any registration statement
                  and each person,  if any, who controls such Holders within the
                  meaning  of  Section  15 of the Act or  Section  20(a)  of the
                  Securities  Exchange Act of 1934, as amended ("Exchange Act"),
                  from and against all loss, claim, damage, expense or liability
                  (including all expenses  reasonably incurred in investigating,
                  preparing or defending  against any claim whatsoever) to which
                  any of them may become subject under the Act, the Exchange Act
                  or  otherwise,  arising from such  registration  statement but
                  only to the  same  extent  and with  the  same  effect  as the
                  provisions  pursuant  to  which  the  Company  has  agreed  to
                  indemnify  the  Underwriter  contained  in  Section  7 of  the
                  Underwriting Agreement relating to the offering.

         (e)      The Holder(s) of the Warrant  Securities to be resold pursuant
                  to a registration statement, and their successors and assigns,
                  shall severally,  and not jointly,  indemnify the Company, its
                  officers and directors  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,  against all loss,  claim,
                  damage  or  expense  or  liability   (including  all  expenses
                  reasonably  incurred in investigating,  preparing or defending
                  against any claim whatsoever) to which they may become subject
                  under the Act,  the Exchange  Act or  otherwise,  arising from
                  information  furnished  by or on  behalf of such  Holders,  or
                  their  successors or assigns,  for specific  inclusion in such
                  registration statement to the same extent with the same effect
                  as

                                       8
<PAGE>
                  the  provisions  contained  in  Section 7 of the  Underwriting
                  Agreement  pursuant  to which the  Underwriter  has  agreed to
                  indemnify the Company.

         (f)      The Holder(s) may exercise their Warrants prior to the initial
                  filing  of any  registration  statement  or the  effectiveness
                  thereof.

         (g)      The Company shall not permit the  inclusion of any  securities
                  other  than  the  Warrant  Securities  to be  included  in any
                  registration  statement  filed pursuant to Section (9) hereof,
                  or permit  any other  registration  statement  to be or remain
                  effective during the effectiveness of a registration statement
                  filed  pursuant to Section (9) hereof,  other than a secondary
                  offering  of equity  securities  of the  Company,  without the
                  prior  written  consent  of the  Holders of the  Warrants  and
                  Warrant Securities representing a Majority of such securities.

         (h)      The Company shall furnish to each Holder  participating in the
                  offering   and  to  each   underwriter,   if  any,   a  signed
                  counterpart,  addressed to such Holder or underwriter,  of (x)
                  an opinion of counsel to the Company, dated the effective date
                  of such  registration  statement  (and,  if such  registration
                  includes an underwritten public offering, an opinion dated the
                  date of the closing under the underwriting agreement), and (y)
                  a "cold  comfort"  letter  dated  the  effective  date of such
                  registration  statement (and, if such registration includes an
                  underwritten  public offering,  a letter dated the date of the
                  closing  under  the  underwriting  agreement)  signed  by  the
                  independent public accountants who have issued a report on the
                  Company's  financial  statements included in such registration
                  statement,  in  each  case  covering  substantially  the  same
                  matters with respect to such  registration  statement (and the
                  prospectus   included  therein)  and,  in  the  case  of  such
                  accountants'  letter, with respect to events subsequent to the
                  date of such financial statements,  as are customarily covered
                  in opinions of issuer's  counsel and in  accountants'  letters
                  delivered to underwriters in underwritten  public offerings of
                  securities.

         (i)      The Company shall as soon as  practicable  after the effective
                  date of the registration statement, and in any event within 15
                  months thereafter,  make "generally  available to its security
                  holders"  (within  the  meaning  of Rule 158 under the Act) an
                  earnings  statement (which need not be audited) complying with
                  Section  11(a) of the Act and covering a period of at least 12
                  consecutive  months  beginning after the effective date of the
                  registration statement.

         (j)      The   Company   shall   deliver   promptly   to  each   Holder
                  participating  in the offering  requesting the  correspondence
                  and   memoranda   described   below   and  to   the   managing
                  underwriters,   copies  of  all  correspondence   between  the
                  Commission  and the  Company,  its counsel or auditors and all
                  memoranda  relating to discussions  with the Commission or its
                  staff with respect to the  registration  statement  and permit
                  each Holder and  underwriter  to do such  investigation,  upon
                  reasonable   advance  notice,   with  respect  to  information
                  contained in or omitted from the registration  statement as it
                  deems   reasonably   necessary   to  comply  with   applicable
                  securities  laws  or  rules  of the  National  Association  of
                  Securities  Dealers,  Inc.  ("NASD")  or  an  Exchange.   Such
                  investigation  shall  include  access  to books,  records  and
                  properties  and  opportunities  to discuss the business of the
                  Company  with its officers and  independent  auditors,  all to
                  such  reasonable  extent and at such  reasonable  times and as
                  often as any  such  Holder  or  underwriter  shall  reasonably
                  request.

         (k)      The  Holders  shall be parties to any  underwriting  agreement
                  relating to an underwritten  sale of their Warrant  Securities
                  and  may,  at  their  option,  require  that  any or  all  the

                                       9
<PAGE>
                  representations, warranties and covenants of the Company to or
                  for the benefit of such underwriters shall also be made to and
                  for the benefit of such  Holders.  Such  Holders  shall not be
                  required  to make  any  representations  or  warranties  to or
                  agreements with the Company or the underwriters except as they
                  may  relate to such  Holders  and their  intended  methods  of
                  distribution.

         (l)      For  purposes  of  this  Agreement,  the  term  "Majority"  in
                  reference  to the Holders of  Warrants or Warrant  Securities,
                  shall  mean in excess of fifty  (50%) of the then  outstanding
                  Warrants and Warrant  Securities  that (i) are not held by the
                  Company, an affiliate,  officer,  creditor,  employee or agent
                  thereof  or any of their  respective  affiliates,  members  of
                  their  family,  persons  acting as nominees or in  conjunction
                  therewith or (ii) have not been resold to the public  pursuant
                  to a registration  statement  filed with the Commission  under
                  the Act.

(11.)    BUY-OUT OF REGISTRATION RIGHTS. In lieu of carrying out its obligations
         to  effect  a  Piggyback  Registration  of any  registrable  securities
         pursuant to the Section,  the Company may carry out such  obligation by
         offering  to  purchase  and  purchasing  such  Registrable   Securities
         requested to be registered in an amount in cash equal to the difference
         between  (a) 95% of the last sale price of the Common  Stock on the day
         the  request for  registration  is made and (b) the  Exercise  Price in
         effect on such day; the purchase  transaction  closing within three (3)
         business days; provided however, that the Holder or Holders may decline
         such request rather than accept such offer by the Company.

(12.)    CONDITIONS OF COMPANY'S  OBLIGATIONS.  The Company's  obligation  under
         Section 10 hereof shall be conditioned as to each such public offering,
         upon a timely receipt by the Company in writing of: (a)  Information as
         to the terms of such public  offering  furnished by or on behalf of the
         Holders making a public distribution of their Warrant Securities.

(13.)    CONTINUING EFFECT OF AGREEMENT.  The Company's  agreements with respect
         to the  Warrant  Securities  in this  Warrant  will  continue in effect
         regardless of the exercise or surrender of this Warrant.

(14)     NOTICES.  Any notices or  certificates by the Company to the Holder and
         by the Holder to the Company  shall be deemed  delivered  if in writing
         and  delivered  personally  or sent by certified  mail,  to the Holder,
         addressed to him or sent to PUBLIC  SECURITIES,  INC. 300 North Argonne
         Road,  Suite  202,  Spokane,  Washington  99212,  or, if the Holder has
         designated,  by notice in writing to the Company, any other address, to
         such other  address,  and, if to the  Company,  addressed  to Arthur P.
         Dammarell, Jr., Treasurer, 17922 North Hatch Road, Colbert,  Washington
         99005. The Company may change its address by written notice to the
         Holder.

(15)     LIMITED  TRANSFERABILITY.  The Warrant may be divided or combined, upon
         request to the Company by the Warrant  holder,  into a  certificate  or
         certificates  evidencing  the same  aggregate  number of Warrants.  The
         Warrant may not be offered, sold, transferred,  pledged or hypothecated
         in the  absence  of any  effective  registration  statement  as to such
         Warrant filed under the Act, or an exemption  from the  requirement  of
         such registration, and compliance with the applicable federal and state
         securities  laws.  The  Company  shall  permit  the  Holder or his duly
         authorized  attorney,  upon written  request during  ordinary  business
         hours,  to inspect and copy or make extracts from its books showing the
         registered holders of Warrants.

(16)     TRANSFER TO COMPLY  WITH THE  SECURITIES  ACT OF 1933.  The Company may
         cause the following legend, or one similar thereto,  to be set forth on
         the Warrants and on each certificate  representing

                                       10
<PAGE>
         Warrant  Securities,  or any other  security  issued or  issuable  upon
         exercise of this Warrant not  theretofore  distributed to the public or
         sold to underwriters for distribution to the public pursuant to Section
         (8)  hereof;  unless  counsel  satisfactory  to the  Company  is of the
         opinion as to any such  certificate  that such  legend,  or one similar
         thereto, is unnecessary:  "The warrants represented by this certificate
         are  restricted  securities  and may not be offered  for sale,  sold or
         otherwise  transferred unless an opinion of counsel satisfactory to the
         Company is obtained  stating  that such  offer,  sale or transfer is in
         compliance  wrath state and federal  securities  law.  With  respect to
         Warrant  Securities  that  have  not  theretofore  been  subject  to  a
         registration  statement pursuant to Section 8 hereof, upon request, the
         Company  will  arrange  at its  expense  to have an  opinion of counsel
         satisfactory  to the Company  issued,  which will  provide  that to the
         extent  Warrant  Securities  were  acquired  through  the Net  Issuance
         Exercise  of this  Warrant as provided  in Section  7(G.1)  without the
         payment of any cash,  the Holder's date of  acquisition of such Warrant
         Securities will be the date of acquisition of the Warrant. The issuance
         of any  opinion  relating  to the  transferability  of any  Warrant  or
         Warrant  Securities  will be  conditioned  upon  the  Holder  providing
         evidence  satisfactory  to such counsel of the proper  acquisition  and
         exercise of this  Warrant,  the  completion  and filing of all forms or
         other  documents  required to comply with federal and state  securities
         laws and the continued  applicability of the current  interpretation of
         Rule  144(d)(3)(ii)  as expressed in items 4, 61 and 64 of the Division
         of  Corporation   Finance  Manual  of  Publicly   Available   Telephone
         Interpretations.  The Company will provide upon request to any Holder a
         list of the registered holders of Warrants.  Such costs and expenses of
         Counsel  shall be at its sole cost and expense  The Company  represents
         and warrants,  it will not hinder,  delay or impede in any fashion, the
         assignment  and/or  exercise of the this  Warrant,  the issuance of any
         underlying securities, and/or the resale of such underlying securities.
         To effect such transaction, the Company shall cause such legal opinions
         to  issue  in a timely  and  professional  manner  upon  demand  by the
         Underwriter.

(17)     APPLICABLE  LAW.  This Warrant  shall be governed by, and  construed in
         accordance  with, the laws of the State of  Washington,  without giving
         effect to conflict of law principles.

(18.)    AMENDMENT.  This Warrant may not be amended  except in a writing signed
         by each Holder and the Company.

(19.)    SEVERABILITY.  If any  provisions  of this Warrant  shall be held to be
         invalid or unenforceable,  such invalidity or enforceability  shall not
         affect any other provision of this Warrant.

(20.)    SURVIVAL OF INDEMNIFICATION  PROVISIONS. The indemnification provisions
         of this Warrant shall survive until February 27, 2010.

(21)     COMPANY TO PROVIDE REPORTS. ETC. While this Warrant Certificate remains
         outstanding,  the Company  shall mail to the persons in whose name this
         Warrant   Certificate   is   registered   copies  of  all  reports  and
         correspondence which the Company mails to its stockholders.

(22)     REPRESENTATIONS  AND WARRANTIES OF HOLDER. The Holder hereby represents
         and warrants to the Company:

         (a)      The Holder  understands that this Warrant  Certificate and the
                  Common  Shares to be issued  herein,  HAS NOT BEEN APPROVED OR
                  DlSAPPROVED  BY TME  UNITED  STATES  SECURITIES  AND  EXCHANGE
                  COMMISSION,  THE  STATE  OF  WASHINGTON,  OR ANY  OTHER  STATE
                  SECURITIES AGENCIES.

         (b)      This  Warrant  Certificate  and the Common  Stock to be issued
                  herein may not be transferred, encumbered, sold, hypothecated,
                  or  otherwise  disposed of to any person,  without the express
                  prior written  consent of the Company and the prior opinion of

                                       11
<PAGE>
                  counsel  for the  Company,  that  such  disposition  will  not
                  violate  Federal  and/or State  Securities  Acts.  Disposition
                  shall  include,  but  is  not  limited  to  acts  of  selling,
                  assigning, transferring, pledging, encumbering, hypothecating,
                  giving, and any form of conveying, whether voluntary or not.

         (c)      To the extent that any Federal  and/or State  Securities  laws
                  shall  require,  the  Holder  hereby  agrees  that any  shares
                  acquired pursuant to this Warrant Certificate shall be without
                  preference as to dividends, assets, or voting rights and shall
                  have no greater or lesser rights per share than the securities
                  issued for cash or its equivalent.

         (d)      This  Warrant  is  subject  in all  respects  to the terms and
                  provisions of an  Underwriting  Agreement  between the Company
                  and Public Securities,  Inc., (the Underwriter therein and the
                  initial Holder  hereof),  relating to a public offering of the
                  Common Stock of the Company dated September 10, 2003.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized  officers and to be sealed with the seal of the Company this 26th day
of May, 2004.



NOVA OIL, INC.


By       /s/ PAUL E. FREDERICKS
  ------------------------------------------
         Paul E. Fredericks, President

Date:    May 26, 2004
      --------------------------------------

Attest:


/s/ BRUCE E. COX
--------------------------------------------
Secretary



         (SEAL)














                                       12
<PAGE>
                                  PURCHASE FORM

The Undersigned  hereby  exercises the Warrant  Certificate to subscribe for and
purchase  shares of Common Stock,  $0.001 par value ("Common  Shares"),  of Nova
Oil, Inc., a Nevada Corporation, evidenced by the within the Warrant Certificate
and herewith makes payment of the Exercise Price.  Kindly issue certificates for
the  Common  Shares  in  accordance  with  the  instructions  given  below.  The
certificate  for  the  unexercised  balance,  if  any,  of  the  within  Warrant
Certificate will be registered in the name of the undersigned.

Dated:

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

Instructions for registration of Common Shares


------------------------------------------------
Name (Please print)

------------------------------------------------
Social Security or Other Identifying Number:

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

------------------------------------------------
Street

------------------------------------------------
City, State and Zip Code

HOLDER:

PUBLIC SECURITIES, INC.

By:
         ---------------------------------------
Title:   President

Instructions  for  registration  of  certificate  representing  the  unexercised
balance of Warrant (if any)

------------------------------------------------
Name (Please print)

------------------------------------------------
Social Security or Other Identifying Number:

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

------------------------------------------------
Street

------------------------------------------------
City, State and Zip Code


                                       13
<PAGE>
                               FORM OF ASSIGNMENT
                (to be executed by the registered holder hereof)

FOR VALUE RECEIVED, _______________________________ does hereby sell, assign and
transfer  unto___________________________  the right to  purchase  shares of the
Common Stock of the Company,  $0.001 par value ("Common Shares"), of Nova Oil, a
Nevada Corporation, evidenced by the within Warrant, and does hereby irrevocably
constitute  and  appoint  ______________________________________   attorney,  to
transfer such right on the books of the Company with full power of  substitution
in the premises.

DATED:  _______________________________ , 200__


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

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







































                                       14