EXHIBIT 4.7


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS  EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO THE  TRANSFEROR
REASONABLY  ACCEPTABLE  TO THE COMPANY TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL BE REASONABLY  ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR
OTHER LOAN WITH A FINANCIAL  INSTITUTION  THAT IS AN  "ACCREDITED  INVESTOR"  AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

      To Purchase Two Hundred Thousand (200,000) Shares of Common Stock of

                          eRESOURCE CAPITAL GROUP, INC.

                  THIS COMMON STOCK PURCHASE  WARRANT (the "Warrant")  CERTIFIES
that, for value received,  HPC CAPITAL  MANAGEMENT (the "Holder"),  is entitled,
upon the terms and subject to the  limitations  on exercise  and the  conditions
hereinafter set forth, at any time on or after the six-month  anniversary of the
date of issuance of this Warrant (the "Initial  Exercise  Date") and on or prior
to the third anniversary of the Initial Exercise Date (the  "Termination  Date")
but not thereafter,  to subscribe for and purchase from eResource Capital Group,
Inc., a corporation incorporated in the State of Delaware (the "Company"), up to
Two Hundred Thousand  (200,000)  shares (the "Warrant  Shares") of Common Stock,
par value $0.04 per share,  of the Company  (the "Common  Stock").  The purchase
price of one share of Common  Stock (the  "Exercise  Price")  under this Warrant
shall be Two  Dollars  and  Forty-Four  Cents  ($2.44)  per  share,  subject  to
adjustment  hereunder.  The Exercise  Price and the number of Warrant Shares for
which the  Warrant is  exercisable  shall be subject to  adjustment  as provided
herein.  CAPITALIZED  TERMS USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
MEANINGS SET FORTH IN THAT CERTAIN SECURITIES  PURCHASE AGREEMENT (THE "PURCHASE
AGREEMENT"),  DATED  OCTOBER 31,  2003,  AMONG THE  COMPANY  AND THE  PURCHASERS
SIGNATORY THERETO.


<PAGE>

         1.  Title to  Warrant.  Prior to the  Termination  Date and  subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

         2.  Authorization  of Shares.  The Company  covenants  that all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in  respect of any  transfer  occurring  contemporaneously  with such
issue).

         3. Exercise of Warrant.

                           (a) Exercise of the purchase  rights  represented  by
         this  Warrant  may be made at any time or times on or after the Initial
         Exercise Date and on or before the Termination  Date by delivery to the
         Company of a duly  executed  facsimile  copy of the Notice of  Exercise
         Form  annexed  hereto (or such other office or agency of the Company as
         it may designate by notice in writing to the  registered  Holder at the
         address  of  such  Holder  appearing  on the  books  of  the  Company);
         provided,  however,  within 5 Trading  Days of the date said  Notice of
         Exercise is delivered to the Company, the Holder shall have surrendered
         this Warrant to the Company and the Company shall have received payment
         of the aggregate Exercise Price of the shares thereby purchased by wire
         transfer or cashier's check drawn on a United States bank. Certificates
         for shares purchased  hereunder shall be delivered to the Holder within
         the earlier of (i) 5 Trading Days after the date on which the Notice of
         Exercise  shall have been delivered by facsimile copy or (ii) 3 Trading
         Days from the delivery to the Company of the Notice of Exercise Form by
         facsimile copy,  surrender of this Warrant and payment of the aggregate
         Exercise  Price as set forth above  ("Warrant  Share  Delivery  Date");
         provided,  however,  in the event the Warrant is not surrendered or the
         aggregate  Exercise  Price  is not  received  by the  Company  within 5
         Trading  Days after the date on which the Notice of  Exercise  shall be
         delivered by facsimile  copy,  the Warrant Share Delivery Date shall be
         extended  to the extent  such 5 Trading  Day period is  exceeded.  This
         Warrant shall be deemed to have been exercised on the later of the date
         the Notice of Exercise is delivered  to the Company by  facsimile  copy
         and the date the Exercise Price is received by the Company. The Warrant
         Shares  shall be deemed to have been  issued,  and  Holder or any other
         person so designated to be named therein shall be deemed to have become
         a holder of record of such shares for all purposes,  as of the date the
         Warrant has been  exercised  by payment to the Company of the  Exercise
         Price and all taxes required to be paid by the Holder, if any, pursuant
         to Section 5 prior to the issuance of such shares,  have been paid.  If
         the  Company  fails  to  deliver  to  the  Holder  a   certificate   or
         certificates  representing  the Warrant Shares pursuant to this Section
         3(a) by the third  Trading Day  following  the Warrant  Share  Delivery


                                       2
<PAGE>

         Date, then the Holder will have the right to rescind such exercise.  In
         addition to any other rights  available  to the Holder,  if the Company
         fails  to  deliver  to  the  Holder  a  certificate   or   certificates
         representing  the Warrant  Shares  pursuant to an exercise by the third
         Trading Day after the Warrant Share  Delivery  Date,  and if after such
         day the Holder is required by its broker to purchase (in an open market
         transaction  or  otherwise)  shares  of  Common  Stock  to  deliver  in
         satisfaction  of a sale by the Holder of the Warrant  Shares  which the
         Holder anticipated receiving upon such exercise (a "Buy-In"),  then the
         Company shall (1) pay in cash to the Holder the amount by which (x) the
         Holder's total purchase price (including brokerage commissions, if any)
         for the  shares of Common  Stock so  purchased  exceeds  (y) the amount
         obtained  by  multiplying  (A) the  number of Warrant  Shares  that the
         Company was  required to deliver to the Holder in  connection  with the
         exercise  at issue  times (B) the price at which the sell order  giving
         rise to such purchase obligation was executed, and (2) at the option of
         the Holder,  either reinstate the portion of the Warrant and equivalent
         number of Warrant  Shares for which such  exercise  was not  honored or
         deliver to the  Holder the number of shares of Common  Stock that would
         have been issued had the Company timely  complied with its exercise and
         delivery  obligations  hereunder.  For example, if the Holder purchases
         Common Stock having a total purchase price of $11,000 to cover a Buy-In
         with respect to an attempted exercise of shares of Common Stock with an
         aggregate  sale  price  giving  rise to  such  purchase  obligation  of
         $10,000,  under clause (1) of the  immediately  preceding  sentence the
         Company  shall be required to pay the Holder  $1,000.  The Holder shall
         provide the Company  written notice  indicating the amounts  payable to
         the  Holder  in  respect  of  the  Buy-In,   together  with  applicable
         confirmations and other evidence  reasonably  requested by the Company.
         Nothing  herein  shall  limit a  Holder's  right to  pursue  any  other
         remedies  available  to it  hereunder,  at law or in equity  including,
         without limitation,  a decree of specific performance and/or injunctive
         relief  with  respect  to  the  Company's  failure  to  timely  deliver
         certificates  representing  shares of Common Stock upon exercise of the
         Warrant as required pursuant to the terms hereof.

                  (b) If this Warrant  shall have been  exercised  in part,  the
         Company  shall,   at  the  time  of  delivery  of  the  certificate  or
         certificates  representing  Warrant  Shares,  deliver  to  Holder a new
         Warrant  evidencing  the rights of Holder to purchase  the  unpurchased
         Warrant  Shares called for by this Warrant,  which new Warrant shall in
         all other respects be identical with this Warrant.

                  (c) The Company shall not effect any exercise of this Warrant,
         and the Holder shall not have the right to exercise any portion of this
         Warrant,  pursuant  to Section  3(a) or  otherwise,  to the extent that
         after  giving  effect  to such  issuance  after  exercise,  the  Holder
         (together with the Holder's affiliates), as set forth on the applicable
         Notice of Exercise,  would  beneficially  own in excess of 4.99% of the
         number of shares of the  Common  Stock  outstanding  immediately  after
         giving effect to such issuance. For purposes of the foregoing sentence,
         the number of shares of Common Stock  beneficially  owned by the Holder
         and its  affiliates  shall include the number of shares of Common Stock
         issuable  upon  exercise  of this  Warrant  with  respect  to which the
         determination  of such  sentence is being made,  but shall  exclude the
         number of  shares of Common  Stock  which  would be  issuable  upon (A)
         exercise  of  the  remaining,  nonexercised  portion  of  this  Warrant
         beneficially  owned  by the  Holder  or any of its  affiliates  and (B)
         exercise or conversion of the  unexercised or  nonconverted  portion of


                                       3
<PAGE>

         any other securities of the Company (including, without limitation, any
         other  Warrants)  subject to a  limitation  on  conversion  or exercise
         analogous to the limitation  contained herein beneficially owned by the
         Holder or any of its  affiliates.  Except as set forth in the preceding
         sentence, for purposes of this Section 3(c), beneficial ownership shall
         be calculated in accordance  with Section 13(d) of the Exchange Act. To
         the extent that the limitation  contained in this Section 3(c) applies,
         the  determination  of whether this Warrant is exercisable (in relation
         to other securities owned by the Holder) and of which a portion of this
         Warrant is exercisable  shall be in the sole discretion of such Holder,
         and the  submission of a Notice of Exercise  shall be deemed to be such
         Holder's  determination  of whether  this  Warrant is  exercisable  (in
         relation to other securities owned by such Holder) and of which portion
         of this Warrant is exercisable,  in each case subject to such aggregate
         percentage  limitation,  and the Company  shall have no  obligation  to
         verify or confirm the accuracy of such  determination.  For purposes of
         this Section 3(c), in determining  the number of outstanding  shares of
         Common Stock,  the Holder may rely on the number of outstanding  shares
         of Common Stock as reflected in (x) the Company's most recent Form 10-Q
         or Form 10-K, as the case may be, (y) a more recent public announcement
         by the Company or (z) any other notice by the Company or the  Company's
         Transfer  Agent  setting  forth the  number  of shares of Common  Stock
         outstanding.  Upon the  written  or oral  request  of the  Holder,  the
         Company shall within two Trading Days confirm  orally and in writing to
         the Holder the number of shares of Common  Stock then  outstanding.  In
         any case,  the number of  outstanding  shares of Common  Stock shall be
         determined  after  giving  effect  to the  conversion  or  exercise  of
         securities of the Company, including this Warrant, by the Holder or its
         affiliates since the date as of which such number of outstanding shares
         of Common Stock was reported.  The  provisions of this Section 3(c) may
         be waived by the Holder upon,  at the election of the Holder,  not less
         than 61 days' prior notice to the Company,  and the  provisions of this
         Section 3(c) shall continue to apply until such 61st day (or such later
         date, as  determined by the Holder,  as may be specified in such notice
         of waiver).

                  (d) Subject to the  provisions of this Section 3, if after the
         Effective Date each Closing Price for any fifteen  consecutive  Trading
         Days (the  "Measurement  Price")(such  period commencing only after the
         Effective  Date) exceeds  $4.80,  subject to adjustment for reverse and
         forward stock splits,  stock  dividends,  stock  combinations and other
         similar  transactions  of the Common Stock that occur after the date of
         this Agreement (the  "Threshold  Price"),  then the Company may, within
         two Trading Days of such period,  call for  cancellation  of all or any
         portion of this Warrant for which a Notice of Exercise has not yet been
         delivered (such right, a "Call").  To exercise this right,  the Company
         must  deliver  to the  Holder an  irrevocable  written  notice (a "Call
         Notice"), indicating therein the portion of unexercised portion of this
         Warrant to which such notice applies. If the conditions set forth below
         for such Call are  satisfied  from the period from the date of the Call
         Notice through and including the Call Date (as defined below), then any
         portion of this Warrant  subject to such Call Notice for which a Notice
         of Exercise shall not have been received from and after the date of the
         Call Notice will be cancelled at 6:30 p.m.  (New York City time) on the
         44th  Trading  Day after the date the Call  Notice is  received  by the
         Holder (such date, the "Call Date").  Any  unexercised  portion of this
         Warrant to which the Call Notice does not pertain will be unaffected by
         such Call Notice.  In furtherance  thereof,  the Company  covenants and


                                       4
<PAGE>

         agrees  that it will honor all  Notices  of  Exercise  with  respect to
         Warrant Shares subject to a Call Notice that are tendered from the time
         of delivery of the Call Notice  through 6:30 p.m.  (New York City time)
         on the Call  Date.  The  parties  agree  that any  Notice  of  Exercise
         delivered following a Call Notice shall first reduce to zero the number
         of Warrant  Shares  subject to such Call Notice  prior to reducing  the
         remaining Warrant Shares available for purchase under this Warrant. For
         example,  if (x) this  Warrant  then  permits the Holder to acquire 100
         Warrant Shares,  (y) a Call Notice  pertains to 75 Warrant Shares,  and
         (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder
         tenders a Notice of Exercise in respect of 50 Warrant Shares,  then (1)
         on the Call Date the right  under  this  Warrant  to acquire 25 Warrant
         Shares will be automatically  cancelled,  (2) the Company,  in the time
         and manner required under this Warrant,  will have issued and delivered
         to the Holder 50 Warrant  Shares in respect of the exercises  following
         receipt  of the  Call  Notice,  and  (3)  the  Holder  may,  until  the
         Termination Date,  exercise this Warrant for 25 Warrant Shares (subject
         to  adjustment  as herein  provided  and  subject  to  subsequent  Call
         Notices).  Subject  again  to the  provisions  of this  Section  3, the
         Company may  deliver  subsequent  Call  Notices for any portion of this
         Warrant  for which the  Holder  shall  not have  delivered  a Notice of
         Exercise.  Notwithstanding  anything to the  contrary set forth in this
         Warrant,  the  Company  may not  deliver a Call  Notice or require  the
         cancellation  of this  Warrant  (and any  Call  Notice  will be  void),
         unless,  from the beginning of the 15 consecutive  Trading Days used to
         determine  whether the Common Stock has achieved  the  Threshold  Price
         through the Call Date, (i) the Measurement  Price equals or exceeds the
         Threshold Price, (ii) the Company shall have honored in accordance with
         the terms of this  Warrant all Notices of  Exercise  delivered  by 6:30
         p.m.  (New York City  time) on the Call Date,  (iii) the  Common  Stock
         shall be listed or quoted for trading on the Principal  Market (and the
         Company  believes in good faith that such  listing or  quotation  shall
         continue  uninterrupted  for the  foreseeable  future)  and  (iv)  such
         issuance would be permitted in full without  violating the  limitations
         set forth in Section 3(c).

         4. No  Fractional  Shares  or  Scrip.  No  fractional  shares  or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

         5. Charges,  Taxes and Expenses.  Issuance of certificates  for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

         6. Closing of Books.  The Company will not close its stockholder  books
or records in any manner  which  prevents the timely  exercise of this  Warrant,
pursuant to the terms hereof.


                                       5
<PAGE>

         7. Transfer, Division and Combination.

                  (a) Subject to compliance with any applicable  securities laws
         and the  conditions  set forth in Sections 1 and 7(e) hereof and to the
         provisions of Section 4.1 of the Purchase  Agreement,  this Warrant and
         all  rights  hereunder  are  transferable,  in whole  or in part,  upon
         surrender  of this  Warrant  at the  principal  office of the  Company,
         together with a written assignment of this Warrant substantially in the
         form  attached  hereto  duly  executed  by the  Holder  or its agent or
         attorney and funds  sufficient  to pay any transfer  taxes payable upon
         the making of such transfer. Upon such surrender and, if required, such
         payment,  the  Company  shall  execute  and  deliver a new  Warrant  or
         Warrants  in  the  name  of  the  assignee  or  assignees  and  in  the
         denomination   or   denominations   specified  in  such  instrument  of
         assignment,  and shall issue to the  assignor a new Warrant  evidencing
         the portion of this  Warrant not so assigned,  and this  Warrant  shall
         promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may  be
         exercised  by a new holder for the purchase of Warrant  Shares  without
         having a new Warrant issued.

                  (b)  This  Warrant  may be  divided  or  combined  with  other
         Warrants  upon  presentation  hereof  at the  aforesaid  office  of the
         Company,  together  with a  written  notice  specifying  the  names and
         denominations  in which new  Warrants  are to be issued,  signed by the
         Holder or its agent or  attorney.  Subject to  compliance  with Section
         7(a),  as to any  transfer  which may be involved  in such  division or
         combination,  the  Company  shall  execute and deliver a new Warrant or
         Warrants  in  exchange  for the  Warrant or  Warrants  to be divided or
         combined in accordance with such notice.

                  (c) The Company  shall  prepare,  issue and deliver at its own
         expense  (other than transfer  taxes) the new Warrant or Warrants under
         this Section 7.

                  (d) The Company agrees to maintain,  at its aforesaid  office,
         books for the  registration  and the  registration  of  transfer of the
         Warrants.

                  (e) The Company may require,  as a condition of allowing  such
         transfer (i) that the Holder or transferee of this Warrant, as the case
         may be,  furnish to the  Company a written  opinion  of counsel  (which
         opinion shall be in form, substance and scope customary for opinions of
         counsel in comparable  transactions  and  reasonably  acceptable to the
         Company)  to  the  effect  that  such  transfer  may  be  made  without
         registration  under  the  Securities  Act and  under  applicable  state
         securities or blue sky laws, (ii) that the holder or transferee execute
         and deliver to the Company an  investment  letter in form and substance
         acceptable  to  the  Company  and  (iii)  that  the  transferee  be  an
         "accredited  investor" as defined in Rule 501(a)  promulgated under the
         Securities Act.


                                       6
<PAGE>

         8. No Rights as  Shareholder  until  Exercise.  This  Warrant  does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise  Price (or by means of a cashless  exercise),
the  Warrant  Shares  so  purchased  shall be and be deemed to be issued to such
Holder as the record  owner of such  shares as of the close of  business  on the
later of the date of such surrender or payment.

         9. Loss,  Theft,  Destruction  or  Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

         10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

         11. Adjustments of Exercise Price and Number of Warrant Shares.

                  (a) Stock  Splits,  etc.  The  number  and kind of  securities
         purchasable  upon the exercise of this  Warrant and the Exercise  Price
         shall be subject to adjustment  from time to time upon the happening of
         any of the  following.  In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common Stock
         to  holders  of  its  outstanding  Common  Stock,  (ii)  subdivide  its
         outstanding  shares of Common  Stock  into a greater  number of shares,
         (iii)  combine its  outstanding  shares of Common  Stock into a smaller
         number  of  shares of Common  Stock,  or (iv)  issue any  shares of its
         capital  stock in a  reclassification  of the  Common  Stock,  then the
         number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
         immediately prior thereto shall be adjusted so that the Holder shall be
         entitled  to receive  the kind and  number of  Warrant  Shares or other
         securities  of the  Company  which it  would  have  owned or have  been
         entitled to receive had such Warrant been exercised in advance thereof.
         Upon each such  adjustment of the kind and number of Warrant  Shares or
         other  securities of the Company which are purchasable  hereunder,  the
         Holder shall  thereafter  be entitled to purchase the number of Warrant
         Shares  or  other  securities  resulting  from  such  adjustment  at an
         Exercise  Price  per  Warrant  Share  or  other  security  obtained  by
         multiplying  the  Exercise  Price in effect  immediately  prior to such
         adjustment by the number of Warrant Shares purchasable  pursuant hereto
         immediately  prior to such  adjustment  and  dividing  by the number of
         Warrant Shares or other  securities of the Company  resulting from such
         adjustment.  An adjustment made pursuant to this paragraph shall become
         effective   immediately   after  the  effective   date  of  such  event
         retroactive to the record date, if any, for such event.

                  (b) Anti-Dilution Provisions.  During the Exercise Period, the
         Exercise  Price  shall be  subject to  adjustment  from time to time as
         provided in this Section 11(b). In the event that any adjustment of the


                                       7
<PAGE>

         Exercise Price as required herein results in a fraction of a cent, such
         Exercise Price shall be rounded up or down to the nearest cent.

                           (i) Adjustment of Exercise Price. If and whenever the
                  Company  issues  or  sells,  or  in  accordance  with  Section
                  11(b)(ii)  hereof is deemed to have issued or sold, any shares
                  of Common Stock for a consideration per share of less than the
                  then Exercise Price or for no consideration (such lower price,
                  the "Base  Share  Price" and such  issuances  collectively,  a
                  "Dilutive  Issuance"),  then,  the  Exercise  Price  shall  be
                  reduced to equal the Base Share Price.  Such adjustment  shall
                  be made  whenever  shares  of  Common  Stock or  Common  Stock
                  Equivalents are issued.

                           (ii) Effect on Exercise Price of Certain Events.  For
                  purposes of  determining  the  adjusted  Exercise  Price under
                  Section 11(b) hereof, the following will be applicable:

                                             (A)  Issuance of Rights or Options.
                           If the  Company  in any  manner  issues or grants any
                           warrants,   rights  or   options,   whether   or  not
                           immediately  exercisable,  to  subscribe  for  or  to
                           purchase  Common  Stock or Common  Stock  Equivalents
                           (such warrants, rights and options to purchase Common
                           Stock or Common  Stock  Equivalents  are  hereinafter
                           referred to as "Options") and the effective price per
                           share for which  Common  Stock is  issuable  upon the
                           exercise  of such  Options is less than the  Exercise
                           Price ("Below Base Price Options"),  then the maximum
                           total number of shares of Common Stock  issuable upon
                           the  exercise  of all such Below  Base Price  Options
                           (assuming  full  exercise,  conversion or exchange of
                           Common Stock Equivalents,  if applicable) will, as of
                           the date of the  issuance or grant of such Below Base
                           Price  Options,  be deemed to be  outstanding  and to
                           have been  issued  and sold by the  Company  for such
                           price per share and the maximum consideration payable
                           to the  Company  upon such  exercise  (assuming  full
                           exercise,  conversion  or  exchange  of Common  Stock
                           Equivalents,  if  applicable)  will be deemed to have
                           been  received by the  Company.  For  purposes of the
                           preceding  sentence,  the "effective  price per share
                           for which Common Stock is issuable  upon the exercise
                           of such Below Base Price  Options" is  determined  by
                           dividing (i) the total  amount,  if any,  received or
                           receivable  by the Company as  consideration  for the
                           issuance  or  granting  of all such  Below Base Price
                           Options,   plus  the  minimum   aggregate  amount  of
                           additional  consideration,  if  any,  payable  to the
                           Company  upon the  exercise  of all such  Below  Base
                           Price  Options,  plus,  in the case of  Common  Stock
                           Equivalents  issuable upon the exercise of such Below
                           Base Price Options,  the minimum  aggregate amount of
                           additional  consideration  payable upon the exercise,
                           conversion  or  exchange  thereof  at the  time  such
                           Common Stock  Equivalents  first become  exercisable,
                           convertible  or  exchangeable,  by (ii)  the  maximum
                           total number of shares of Common Stock  issuable upon
                           the  exercise  of all such Below  Base Price  Options
                           (assuming    full    conversion   of   Common   Stock
                           Equivalents, if applicable). No further adjustment to


                                       8
<PAGE>

                           the  Exercise  Price  will be made  upon  the  actual
                           issuance  of such Common  Stock upon the  exercise of
                           such Below Base Price  Options or upon the  exercise,
                           conversion  or exchange of Common  Stock  Equivalents
                           issuable  upon  exercise  of such  Below  Base  Price
                           Options.

                                            (B)   Issuance   of   Common   Stock
                           Equivalents.  If the Company in any manner  issues or
                           sells any Common  Stock  Equivalents,  whether or not
                           immediately  convertible  (other  than where the same
                           are  issuable  upon the  exercise of Options) and the
                           effective  price per share for which  Common Stock is
                           issuable upon such  exercise,  conversion or exchange
                           is less than the  Exercise  Price,  then the  maximum
                           total number of shares of Common Stock  issuable upon
                           the  exercise,  conversion  or  exchange  of all such
                           Common Stock  Equivalents will, as of the date of the
                           issuance of such Common Stock Equivalents,  be deemed
                           to be outstanding and to have been issued and sold by
                           the  Company for such price per share and the maximum
                           consideration   payable  to  the  Company  upon  such
                           exercise  (assuming  full  exercise,   conversion  or
                           exchange of Common Stock Equivalents,  if applicable)
                           will be deemed to have been  received by the Company.
                           For  the  purposes  of the  preceding  sentence,  the
                           "effective  price per share for which Common Stock is
                           issuable upon such exercise,  conversion or exchange"
                           is determined  by dividing (i) the total  amount,  if
                           any,   received  or  receivable  by  the  Company  as
                           consideration  for the  issuance  or sale of all such
                           Common Stock Equivalents,  plus the minimum aggregate
                           amount of additional  consideration,  if any, payable
                           to the  Company  upon  the  exercise,  conversion  or
                           exchange  thereof  at  the  time  such  Common  Stock
                           Equivalents first become exercisable,  convertible or
                           exchangeable,  by (ii) the  maximum  total  number of
                           shares of Common Stock  issuable  upon the  exercise,
                           conversion  or  exchange  of all  such  Common  Stock
                           Equivalents.  No further  adjustment  to the Exercise
                           Price will be made upon the actual  issuance  of such
                           Common Stock upon exercise, conversion or exchange of
                           such Common Stock Equivalents.

                                            (C)   Change  in  Option   Price  or
                           Conversion  Rate. If there is a change at any time in
                           (i) the amount of additional consideration payable to
                           the Company upon the  exercise of any  Options;  (ii)
                           the  amount  of  additional  consideration,  if  any,
                           payable to the Company upon the exercise,  conversion
                           or exchange of any Common Stock Equivalents; or (iii)
                           the rate at which any Common  Stock  Equivalents  are
                           convertible into or exchangeable for Common Stock (in
                           each  such  case,  other  than  under or by reason of
                           provisions designed to protect against dilution), the
                           Exercise  Price in effect at the time of such  change
                           will be readjusted to the Exercise  Price which would
                           have been in effect at such time had such  Options or
                           Common Stock Equivalents  still outstanding  provided
                           for such changed additional  consideration or changed
                           conversion  rate,  as the  case  may be,  at the time
                           initially granted, issued or sold.


                                       9
<PAGE>

                                            (D)  Calculation  of   Consideration
                           Received.  If any  Common  Stock,  Options  or Common
                           Stock  Equivalents  are  issued,  granted or sold for
                           cash,  the   consideration   received   therefor  for
                           purposes of this Warrant will be the amount  received
                           by  the  Company   therefor,   before   deduction  of
                           reasonable  commissions,  underwriting  discounts  or
                           allowances  or  other  reasonable  expenses  paid  or
                           incurred  by the  Company  in  connection  with  such
                           issuance,  grant or sale.  In case any Common  Stock,
                           Options  or Common  Stock  Equivalents  are issued or
                           sold for a  consideration  part or all of which shall
                           be other than cash,  the amount of the  consideration
                           other than cash  received by the Company  will be the
                           fair market value of such consideration, except where
                           such consideration  consists of securities,  in which
                           case the  amount  of  consideration  received  by the
                           Company  will be the fair market  value  (closing bid
                           price,  if traded on any  market)  thereof  as of the
                           date of receipt. In case any Common Stock, Options or
                           Common  Stock  Equivalents  are issued in  connection
                           with any merger or consolidation in which the Company
                           is  the   surviving   corporation,   the   amount  of
                           consideration  therefor will be deemed to be the fair
                           market  value of such  portion  of the net assets and
                           business  of  the  non-surviving  corporation  as  is
                           attributable to such Common Stock,  Options or Common
                           Stock  Equivalents,  as the  case  may be.  The  fair
                           market value of any consideration  other than cash or
                           securities  will be  determined  in good  faith by an
                           investment  banker  or other  appropriate  expert  of
                           national  reputation  selected  by  the  Company  and
                           reasonably  acceptable to the holder hereof, with the
                           costs of such appraisal to be borne by the Company.

                                            (E)   Exceptions  to  Adjustment  of
                           Exercise  Price.  Notwithstanding  the foregoing,  no
                           adjustment  will be made under this Section  11(b) in
                           respect of (1) the granting of options to  employees,
                           officers, directors or key consultants of the Company
                           pursuant to any stock  option plan duly  adopted by a
                           majority of the non-employee  members of the Board of
                           Directors of the Company or a majority of the members
                           of a committee of non-employee  directors established
                           for  such  purpose,  (2)  upon  the  exercise  of  or
                           conversion of any Common Stock Equivalents or Options
                           issued and  outstanding  on the Original  Issue Date,
                           provided  that the  securities  have not been amended
                           since the date of the Purchase  Agreement except as a
                           result of the Purchase Agreement, or (3) acquisitions
                           or  strategic  investments,  the  primary  purpose of
                           which is not to raise capital.

                           (iii)  Minimum   Adjustment  of  Exercise  Price.  No
                  adjustment of the Exercise Price shall be made in an amount of
                  less than 1% of the Exercise  Price in effect at the time such
                  adjustment  is  otherwise  required  to be made,  but any such
                  lesser  adjustment  shall be carried forward and shall be made
                  at the time and together with the next  subsequent  adjustment


                                       10
<PAGE>

                  which, together with any adjustments so carried forward, shall
                  amount to not less than 1% of such Exercise Price.

         12.   Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell,  transfer or otherwise  dispose of its property,  assets or business to
another  corporation  and,  pursuant  to  the  terms  of  such   reorganization,
reclassification,  merger,  consolidation  or disposition  of assets,  shares of
common stock of the successor or acquiring  corporation,  or any cash, shares of
stock or other  securities  or  property  of any  nature  whatsoever  (including
warrants or other  subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring  corporation ("Other Property"),  are
to be received by or  distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive, at the option of the
Holder, (a) upon exercise of this Warrant,  the number of shares of Common Stock
of the  successor  or  acquiring  corporation  or of the  Company,  if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to such  event or (b) cash equal to the value of
this Warrant as determined in accordance  with the Black Scholes  option pricing
formula.  In  case  of  any  such  reorganization,   reclassification,   merger,
consolidation or disposition of assets,  the successor or acquiring  corporation
(if  other  than  the  Company)  shall  expressly  assume  the due and  punctual
observance  and  performance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company and all the  obligations and
liabilities   hereunder,   subject  to  such  modifications  as  may  be  deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for  adjustments of Warrant Shares for which
this Warrant is exercisable  which shall be as nearly  equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such  corporation  of any class which is not  preferred  as to  dividends  or
assets  over any  other  class of stock  of such  corporation  and  which is not
subject to  redemption  and shall also include any  evidences  of  indebtedness,
shares of stock or other  securities  which are convertible into or exchangeable
for any such stock,  either  immediately or upon the arrival of a specified date
or the  happening  of a  specified  event and any  warrants  or other  rights to
subscribe  for or purchase  any such stock.  The  foregoing  provisions  of this
Section   12   shall    similarly    apply   to   successive    reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

         13.  Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

         14.  Notice of  Adjustment.  Whenever  the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other


                                       11
<PAGE>

securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

         15. Notice of Corporate Action. If at any time:

                           (a) the Company shall take a record of the holders of
         its  Common  Stock  for the  purpose  of  entitling  them to  receive a
         dividend  or  other  distribution,  or any  right to  subscribe  for or
         purchase any evidences of its indebtedness,  any shares of stock of any
         class or any other  securities  or  property,  or to receive  any other
         right, or

                           (b) there shall be any capital  reorganization of the
         Company,  any reclassification or recapitalization of the capital stock
         of the Company or any  consolidation  or merger of the Company with, or
         any sale, transfer or other disposition of all or substantially all the
         property, assets or business of the Company to, another corporation or,

                           (c)  there  shall  be  a  voluntary  or   involuntary
         dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 20 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(d).

         16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the Trading Market upon
which the Common Stock may be listed.


                                       12
<PAGE>

         Except and to the extent as waived or consented  to by the Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

                           Before  taking any action  which  would  result in an
adjustment in the number of Warrant

Shares for which this  Warrant is  exercisable  or in the  Exercise  Price,  the
Company shall obtain all such  authorizations or exemptions thereof, or consents
thereto,  as may be necessary from any public  regulatory  body or bodies having
jurisdiction thereof.

         17. Miscellaneous.

                  (a) Jurisdiction.  All questions  concerning the construction,
         validity,  enforcement  and  interpretation  of this  Warrant  shall be
         determined in accordance with the provisions of the Purchase Agreement.

                  (b)  Restrictions.  The Holder  acknowledges  that the Warrant
         Shares   acquired   upon  the   exercise  of  this  Warrant  will  have
         restrictions upon resale imposed by state and federal securities laws.

                  (c) Nonwaiver and Expenses.  No course of dealing or any delay
         or failure to exercise any right  hereunder on the part of Holder shall
         operate  as a waiver  of such  right or  otherwise  prejudice  Holder's
         rights,  powers  or  remedies,  notwithstanding  all  rights  hereunder
         terminate  on the  Termination  Date.  If  the  Company  willfully  and
         knowingly  fails to comply with any  provision of this  Warrant,  which
         results in any material damages to the Holder, the Company shall pay to
         Holder  such  amounts  as shall be  sufficient  to cover  any costs and
         expenses  including,  but not limited to,  reasonable  attorneys' fees,
         including  those  of  appellate  proceedings,  incurred  by  Holder  in
         collecting  any amounts due pursuant  hereto or in otherwise  enforcing
         any of its rights, powers or remedies hereunder.

                  (d) Notices. Any notice, request or other document required or
         permitted to be given or  delivered to the Holder by the Company  shall
         be delivered in accordance  with the notice  provisions of the Purchase
         Agreement.


                                       13
<PAGE>

                  (e)  Limitation  of  Liability.  No provision  hereof,  in the
         absence of any affirmative action by Holder to exercise this Warrant or
         purchase  Warrant  Shares,  and no enumeration  herein of the rights or
         privileges  of Holder,  shall give rise to any  liability of Holder for
         the  purchase  price of any  Common  Stock or as a  stockholder  of the
         Company,  whether  such  liability  is  asserted  by the  Company or by
         creditors of the Company.

                  (f)  Remedies.  Holder,  in  addition  to  being  entitled  to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific  performance  of its rights under this Warrant.
         The  Company  agrees  that  monetary  damages  would  not  be  adequate
         compensation  for any loss  incurred by reason of a breach by it of the
         provisions  of this  Warrant and hereby  agrees to waive the defense in
         any  action  for  specific  performance  that a remedy  at law would be
         adequate.

                  (g) Successors and Assigns.  Subject to applicable  securities
         laws,  this  Warrant and the rights and  obligations  evidenced  hereby
         shall inure to the benefit of and be binding upon the successors of the
         Company  and the  successors  and  permitted  assigns  of  Holder.  The
         provisions  of this  Warrant are  intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be  enforceable  by
         any such Holder or holder of Warrant Shares.

                  (h) Amendment.  This Warrant may be modified or amended or the
         provisions  hereof  waived with the written  consent of the Company and
         the Holder.

                  (i) Severability.  Wherever  possible,  each provision of this
         Warrant  shall be  interpreted  in such manner as to be  effective  and
         valid under  applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under  applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating   the  remainder  of  such  provisions  or  the  remaining
         provisions of this Warrant.

                  (j)  Headings.  The headings  used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.

                              ********************


                                       14
<PAGE>

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  October 31, 2003

                                            ERESOURCE CAPITAL GROUP, INC.

                                            By:
                                                -------------------------------
                                                Name: Michael D. Pruitt
                                                Title: President

HPC CAPITAL MANAGEMENT

By:
   -----------------------------------------

Its:
    ----------------------------------------



                                       15
<PAGE>

                               NOTICE OF EXERCISE

To:      eResource Capital Group, Inc.

         (1) The undersigned  hereby elects to purchase  ________ Warrant Shares
of eResource  Capital Group,  Inc. pursuant to the terms of the attached Warrant
(only if exercised in full),  and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any. Payment shall take
the form of lawful money of the United State

         (2)  Please  issue a  certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

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

The Warrant Shares shall be delivered to the following:

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

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

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

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                                               [PURCHASER]


                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

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

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

__________________________________________________________________.


__________________________________________________________________

                                                 Dated:  ______________, _______


                  Holder's Signature: ________________________

                  Holder's Address:   ________________________

                                      ________________________

Signature Guaranteed:  _______________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.