Exhibit  4.1



                                 Form of Warrant



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                              APOLLO HOLDINGS, INC.



Series A Warrant Certificate   Number of Warrants           Dated:
No.                            Represented by this
                               Certificate:


     Apollo  Holdings,  Inc., a company organized and existing under the laws of
the  State  of  Delaware  (the  "Company"),  hereby  certifies  that,  for value
received,  [-----],  or  its  registered  assigns  (the  "Warrant  Holder"),  is
entitled, subject to the terms set forth below, to purchase from the Company one
share  (the  "Warrant  Shares")  of common stock, $0.0001 par value (the "Common
Stock"),  of the Company for each Warrant, or an aggregate of [---] shares (each
such  share,  a "Warrant Share" and all such shares, the "Warrant Shares") at an
exercise  price  equal  to  $0.40  per  share  (as adjusted from time to time as
provided in Section 10, the "Exercise Price"), at any time and from time to time
from  and  after  the  date thereof and through and including 5:00 p.m. New York
City time on [----], 2002 (the "Expiration Date")[A DATE WHICH IS 12 MONTHS FROM
THE  DATE  OF  ISSUANCE],  and  subject  to  the following terms and conditions:

          1.     REGISTRATION  OF  WARRANT.  The  Company  shall  register  this
                 -------------------------
Warrant,  upon  records  to  be  maintained by the Company for that purpose (the
"Warrant  Register"),  in the name of the record Warrant Holder hereof form time
to  time.  The  Company may deem and treat the registered Warrant Holder of this
Warrant  as  the absolute owner hereof for the purpose of any exercise hereof or
any  distribution  to  the  Warrant  Holder, and for all other purposes, and the
Company  shall  not  be  affected  by  notice  to  the  contrary.


          2.     VALIDITY  OF  WARRANT  AND  ISSUE  OF SHARES.  The Company
                 --------------------------------------------
represents  and  warrants that this Warrant has been duly authorized and validly
issued  and warrants and agrees that all of Common Stock that may be issued upon
the  exercise  of  the rights represented by this Warrant will, when issued upon
such  exercise, be duly authorized, validly issued, fully paid and nonassessable
and  free  from  all taxes, liens and charges with respect to the issue thereof.
The  Company further warrants and agrees that during the period within which the
rights  represented  by  this  Warrant may be exercised, the Company will at all
times  have  authorized  and  reserved  a  sufficient  number of Common Stock to
provide  for  the  exercise  of  the  rights  represented  by  this  Warrant.

          3.     REGISTRATION  OF  TRANSFERS  AND  EXCHANGE  OF  WARRANTS
                 --------------------------------------------------------

               (a)     Subject  to  compliance  with the legend set forth on the
face  of this Warrant, the Company shall register the transfer of any portion of
this  Warrant  in  the Warrant Register, upon surrender of this Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at


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the  office  specified in or pursuant to Section 13.  Upon any such registration
or  transfer,  a new warrant to purchase Common Stock, in substantially the form
of  this Warrant (any such new warrant, a "New Warrant"), evidencing the portion
of  this  Warrant  so  transferred  shall  be issued to the transferee and a New
Warrant  evidencing the remaining portion of this Warrant not so transferred, if
any,  shall be issued to the transferring Warrant Holder.  The acceptance of the
New  Warrant  by  the  transferee thereof shall be deemed the acceptance of such
transferee  of  all  of  the  rights  and  obligations  of a Warrant Holder of a
Warrant.

               (b)     This  Warrant  is  exchangeable,  upon  the  surrender
hereof  by  the  Warrant  Holder  to  the  office of the Company specified in or
pursuant to Section 13 for one or more New Warrants, evidencing in the aggregate
the  right  to purchase the number of Warrant Shares which may then be purchased
hereunder.  Any  such  New  Warrant  will  be  dated  the date of such exchange.

          4.     EXERCISE  OF  WARRANTS.
                 ----------------------

               (a)     Upon  surrender of this Warrant with the Form of Election
to  Purchase  attached hereto duly completed and signed to,  the Company, at its
address  set  forth in Section 13, and upon payment and delivery of the Exercise
Price  per  Warrant  Share  multiplied  by the number of Warrant Shares that the
Warrant  Holder  intends  to  purchase  hereunder, in lawful money of the United
State  of  America, in cash or by certified or official bank check or checks, to
the warrant escrow agent,  all as specified by the Warrant Holder in the Form of
Election  to  Purchase, the Company shall promptly (but in no event later than 5
business  days after the Date of Exercise (as defined herein)) issue or cause to
be  issued and cause to be delivered to or upon the written order of the Warrant
Holder and in such name or names as the Warrant Holder may designate (subject to
the  restrictions  on  transfer described in the legend set forth on the face of
this Warrant), a certificate for the Warrant Shares issuable upon such exercise,
with  such  restrictive legend as required by the Securities Act.  Any person so
designated  by  the  Warrant Holder to receive Warrant Shares shall be deemed to
have  become  holder of record of such Warrant Shares as of the Date of Exercise
of  this  Warrant.

                A  "Date  of  Exercise"  means  the  date  on  which the Company
shall  have  received (i) this Warrant (or any New Warrant, as applicable), with
the  Form  of  Election  to  Purchase  attached  hereto (or attached to such New
Warrant)  appropriately  completed  and  duly  signed,  and  (ii) payment of the
Exercise  Price  for  the  number  of Warrant Shares so indicated by the Warrant
Holder  to  be  purchased.

               (c)     This  Warrant  shall  be exercisable at any time and from
time  to  time for such number of Warrant Shares as is indicated in the attached
Form  of  Election To Purchase, provided that such exercise is for not less than
the  lesser  of 50,000 Warrant Shares or such lesser number of Warrant Shares to
which  this  Warrant  entitles  the  Warrant Holder to acquire upon the exercise
hereof.  If  less  than  all  of the Warrant Shares which may be purchased under
this  Warrant  are exercised at any time, the Company shall issue or cause to be
issued,  at  its  expense,  a  New  Warrant evidencing the right to purchase the
remaining  number  of Warrant Shares for which no exercise has been evidenced by
this  Warrant.


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          5.     FRACTIONAL  SHARES.  The Company shall not be required to issue
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or cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The  number  of  full Warrant Shares that shall be issuable upon the exercise of
this  Warrant shall be computed on the basis of the aggregate number of Warrants
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section 11, be issuable
on  the  exercise  of this Warrant, the Company shall, at its option, (i) pay an
amount  in  cash equal to the Exercise Price multiplied by such fraction or (ii)
round  the  number  of  Warrant  Shares  issuable,  up to the next whole number.

6.   NOTICE. Any and all notices or other communications or deliveries hereunder
     ------
shall  be  in writing and shall be deemed given and effective on the earliest of
(i)  the  date of transmission, if such notice or communication is delivered via
facsimile  at the facsimile telephone number specified in this Section, (ii) the
business  day  following  the  date of mailing, if sent by nationally recognized
overnight  courier  service,  or  (iii) upon actual receipt by the party to whom
such notice is required to be given. The addresses for such communications shall
be:  (1)  if  to  the Company, to Apollo Holdings, Inc., 999 Third Avenue, Suite
3800,  Seattle,  Washington,  Attention:  President, or if sent by facsimile, at
[----] or (ii) if to the Warrant Holder, to the Warrant Holder at the address or
facsimile  number  appearing  on  the  Warrant Register or such other address or
facsimile  number as the Warrant Holder may provide to the Company in accordance
with  this  Section.

          7.     WARRANT  AGENT.
                 --------------

               (a)     Initially,  Holladay  Stock Transfer, Inc. shall serve as
warrant agent under this Warrant. Its address and telephone number is 2939 North
67th  Place,  Scottsdale,  Arizona  85251;  (480)  481-3940.

           Upon  thirty (30) days' notice to the Warrant Holder, the Company may
appoint  a  new  warrant  agent.

               (b)     Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the  Company  or  any  new  warrant agent shall be a party or any corporation to
which  the  Company  or any new warrant agent transfers substantially all of its
corporate  trust or share Warrant Holders services business shall be a successor
warrant  agent  under  this Warrant without any further act.  Any such successor
warrant  agent shall promptly cause notice of its succession as warrant agent to
be  mailed  (by first class mail, postage prepaid) to the Warrant Holders at the
Warrant  Holders'  last  address  as  shown  on  the  Warrant  Register.

          8.     REDEMPTION.
                 -----------

               This  Warrant  is  redeemable  by the Company at any time after 6
months  from  the date of issuance, upon 30 days written notice (the "Redemption
Notice") to the registered holder thereof at a price of $0.001 per Warrant. This
Warrant  may no longer be assigned or otherwise transferred by the record holder
thereof,  following  the date on which the Redemption Notice is given.  However,


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the  record  holder  of  this  Warrant may still exercise the Warrant during the
period  between the date of the Redemption Notice and the date specified therein
for  the  redemption  of  the  Warrant.

          9.     MISCELLANEOUS.
                 -------------

               (a)     This Warrant shall be binding on and inure to the benefit
of  the  parties  hereto  and their respective successors and permitted assigns.
This  Warrant  may  be amended only in writing and signed by the Company and the
Warrant  Holder.

               (b)     Nothing in this Warrant shall be construed to give to any
person or corporation other than the Company and the Warrant Holder any legal or
equitable  right,  remedy  or  cause  of action under this Warrant; this Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Warrant
Holder.

               (c)     This  Warrant  shall  be  governed  by  and construed and
enforced  in  accordance with the internal laws of the State of New York without
regard  to  the  principals  of  conflicts  of  law  thereof.

               (d)     The  headings  herein  are  for  convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of  the  provisions  hereof.

               (e)     In case any one or more of the provisions of this Warrant
shall  be  invalid  or  unenforceable  in  any  respect,  the  validity  and
enforceability  of  the remaining terms and provisions of this Warrant shall not
in  any way be affected or impaired thereby and the parties will attempt in good
faith  to  agree  upon  a  valid  and  enforceable  provision  which  shall be a
commercially  reasonably  substitute  therefor,  and  upon  so  agreeing,  shall
incorporate  such  substitute  provision  in  this  Warrant.

               (f)     The  Warrant  Holder  shall  not,  by  virtue  hereof, be
entitled  to  any voting or other rights of a shareholder of the Company, either
at  law  or  equity,  and  the rights of the Warrant Holder are limited to those
expressed  in  this  Warrant.

               (g)     As  used  herein,  the term "Common Stock" shall mean and
include  the  Company's currently authorized Common Stock ($.0001 par value) and
stock  of  any  other  class  or  other  consideration into which such currently
authorized  Common  Stock  may  hereafter  have  been  changed.


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          IN  WITNESS  WHEREOF,  the  Company has caused this Warrant to be duly
executed  by  the  authorized  officer  as  of  the  date first indicated above.

                                    APOLLO  HOLDINGS,  INC.


                                    By:  ____________________________

                                    Name:  __________________________

                                    Title: __________________________


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