EXHIBIT 10.7

THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR UNDER
APPLICABLE STATE  SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN  REGISTERED  UNDER SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE

No. 1

Warrant to subscribe for shares of
Common Stock                                                     April ___, 2004


                          YUKON GOLD CORPORATION, INC.
                             STOCK PURCHASE WARRANT

               VOID AFTER April ____, 2006 (the "Expiration Date")
               ---------------------------------------------------

                                ________________


         THIS  CERTIFIES  that,  for  value  received,   the  undersigned  party
identified on the signature page hereof (the "Investor"), or registered assigns,
is  entitled,  subject to the terms of Section 1 hereof,  to  subscribe  for and
purchase from Yukon Gold Corporation,  Inc, a Delaware corporation  (hereinafter
called  the  "Company"),  at any  time and  from  time to time on or  after  the
conversion  of the  Promissory  Note of even date  herewith by the  Investor (as
further  provided in Section __ hereof),  subject to adjustment  as  hereinafter
provided,  up to  __________________  fully  paid,  nonassessable  shares of the
Company's Common Stock,  $0.0001 par value ("Common Stock"), at a price of $____
per share,  as from time to time to be adjusted as hereinafter  provided,  being
hereinafter  referred  to as  the  "Warrant  Price",  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.

         Section 1.  Exercise of Warrant.  (a) This  Warrant may be exercised by
the holder hereof,  in whole or in part (but not as to a fractional  share),  by
the completion of the subscription  form attached hereto and by the surrender of
this  Warrant  (properly  endorsed)  at the office of the Agent of the  Company,
Medallion Capital Corp. at 347 Bay Street,  Suite 408, Toronto,  Ontario M5H 2R7
(or at such other agency or office of the Company in the United States or Canada
as it may  designate by notice in writing to the holder hereof at the address of
the holder hereof appearing on the books of the Company),  and by payment to the
Company of the Warrant Price, in cash or by certified or official bank check for
the number of shares of Common Stock being purchased.



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<PAGE>


         In the event of an exercise of the rights  represented by this Warrant,
a  certificate  or  certificates  for the shares of Common  Stock so  purchased,
registered  in the name of the holder  hereof,  shall be delivered to the holder
hereof within a reasonable  time,  not exceeding  ten business  days,  after the
rights represented by this Warrant shall have been so exercised. With respect to
any such  exercise,  the holder  hereof shall for all purposes be deemed to have
become the holder of record of the number of shares of Common Stock evidenced by
such  certificate  or  certificates  from  the date on which  this  Warrant  was
surrendered  and payment of the Warrant Price was made  irrespective of the date
of delivery of such certificate,  except that, if the date of such surrender and
payment is a date on which the stock  transfer  books of the Company are closed,
such  person  shall be deemed to have  become the  holder of such  shares at the
close of business on the next  succeeding date on which the stock transfer books
are open. No fractional shares shall be issued upon exercise of this Warrant..

         Section 2.  Adjustments to Warrant Price.

                  (a)  Subdivision or Combination of Stock.  In case the Company
shall at any time  subdivide  its  outstanding  shares  of Common  Stock  into a
greater number of shares,  the Warrant Price in effect immediately prior to such
subdivision shall be proportionately reduced, i.e., the holder shall be entitled
to purchase after such  subdivision,  for the same  consideration  as applicable
prior to such  subdivision,  the same  percentage of outstanding of Common Stock
that such  holder  was  entitled  to  purchase  prior to such  subdivision,  and
conversely,  in case the outstanding shares of Common Stock of the Company shall
be  combined  into a  smaller  number of  shares,  the  Warrant  Price in effect
immediately prior to such combination shall be proportionately increased.

                  (b) Reorganization, Reclassification, Exchange, Consolidation,
Merger or Sale. If any (i) capital reorganization,  exchange or reclassification
of the  capital  stock of the  Company  or (ii)  consolidation  or merger of the
Company with another  corporation,  or the sale of all or substantially  all its
assets to another corporation (other than a Change of Control Transaction) shall
be  effected  in such a way that  holders of Common  Stock  shall be entitled to
receive  stock,  securities  or assets with respect to or in exchange  therefor,
then, as a condition of such  reorganization,  reclassification,  consolidation,
merger or sale, lawful and adequate provisions shall be made whereby each holder
of the Warrants shall  thereafter have the right to receive,  upon the basis and
upon the terms and  conditions  specified  herein  and in lieu of the  shares of
Common Stock of the Company immediately theretofore receivable upon the exercise
of such  Warrant  or  Warrants,  such  shares  of  stock,  securities  or assets
(including  cash) as may be issued or payable with respect to or in exchange for
a number of outstanding  shares of Common Stock equal to the number of shares of
such  stock  immediately  theretofore  so  receivable  had such  reorganization,
exchange, conversion, reclassification,  consolidation, merger or sale not taken
place, and in any such case appropriate  provision shall be made with respect to
the rights and  interests of such holder to the end that the  provisions  hereof
(including, without limitation, provisions for adjustments of the Warrant Price)
shall  thereafter be applicable,  as nearly as may be, in relation to any shares
of stock,  securities or assets thereafter deliverable upon the exercise of such
Warrants.



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<PAGE>

                  (c)  Stock  to be  Reserved.  The  Company  will at all  times
reserve and keep available out of its  authorized  shares of Common Stock or its
treasury shares, if any, solely for the purpose of issuance upon the exercise of
this Warrant as herein provided,  such number of shares of Common Stock as shall
then be issuable upon the exercise of this Warrant.  The Company  covenants that
all shares of Common  Stock which  shall be so issued  shall be duly and validly
issued  and fully  paid and  nonassessable  and free from all  taxes,  liens and
charges with respect to the issue thereof,  and, without limiting the generality
of the foregoing,  the Company covenants that it will from time to time take all
such  action as may be  requisite  to assure that the par value per share of the
Common Stock is at all times equal to or less than the effective  Warrant Price.
The  Company  will take all such action as may be  necessary  to assure that all
such shares of Common Stock may be so issued without violation of any applicable
law or regulation,  or of any requirements of any national  securities  exchange
upon which the Common  Stock of the Company may be listed.  The Company will not
take any action  which  results in any  adjustment  of the Warrant  Price if the
total number of shares of Common  Stock  issued and  issuable  after such action
upon  exercise of this Warrant would exceed the total number of shares of Common
Stock then authorized by the Company's Certificate of Incorporation. The Company
has not granted and will not grant any right of first  refusal  with  respect to
shares  issuable  upon  exercise of this  Warrant,  and there are no  preemptive
rights associated with such shares.

         Section 3.  No Stockholder Rights or Liabilities.

                  This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a stockholder of the Company.  No provision hereof, in
the absence of  affirmative  action by the holder  hereof to purchase  shares of
Common Stock and no mere  enumeration  herein of the rights or privileges of the
holder  hereof  shall give rise to any  liability of such holder for the Warrant
Price or as a stockholder of the Company,  whether such liability is asserted by
the Company or by creditors of the Company.

         Section  4. Lost,  Stolen,  Mutilated  or  Destroyed  Warrant.  If this
Warrant is lost, stolen,  mutilated or destroyed, the Company may, on such terms
as to indemnify the Company or otherwise as it may in its discretion  reasonably
impose (which shall, in the case of a mutilated  Warrant,  include the surrender
thereof),  issue a new Warrant of like  denomination and tenor as the Warrant so
lost, stolen,  mutilated or destroyed.  Any such new Warrant shall constitute an
original  contractual  obligation  of the Company,  whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.

         Section 5.  Notices.  All notices,  requests  and other  communications
required or permitted to be given or  delivered  hereunder  shall be in writing,
and  shall be  delivered,  or shall be sent by  certified  or  registered  mail,
postage  prepaid and  addressed,  if to the holder to such holder at the address
shown on the records of the Company or at such other  address as shall have been
furnished to the Company by notice from such holder.  All notices,  requests and
other  communications  required or permitted to be given or delivered  hereunder
shall be in writing,  and shall be  delivered,  or shall be sent by certified or
registered mail,  postage prepaid and addressed to the Company at the offices of
the Agent of the Company,  Medallion Capital Corp, at 347 Bay Street, Suite 408,
Toronto,  Ontario M5H 2R7, or at such other address as shall have been furnished
to the holder by notice from the Company.



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<PAGE>

         Section 9.  Termination.  This Warrant shall terminate upon the earlier
to occur of the Expiration Date or redemption by the Company.

         IN WITNESS  WHEREOF,  YUKON GOLD  CORPORATION,  INC. has executed  this
Warrant on and as of the day and year first above written.


                                        YUKON GOLD CORPORATION, INC.

                                        By: ____________________________
                                            Stafford Kelley, Secretary

[Corporate Seal]

Attest:

_____________________
Secretary



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<PAGE>

                        SUBSCRIPTION FORM TO BE EXECUTED
                          UPON EXERCISE OF THE WARRANT

                                                              Date:_____________

To Yukon Gold Corporation, Inc.:

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant, hereby agrees to subscribe for and purchase all of the shares of Common
Stock covered by such Warrant and herewith and tenders  $_______________ in full
payment of the purchase price.

                                        Name of Holder:

                                        By: _______________________
                                        Address: __________________

                                                 __________________







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