Exhibit 10.15

THIS SECURITY AND THE SHARES ISSUABLE  HEREUNDER HAVE NOT BEEN REGISTERED  UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  APPLICABLE  STATE
SECURITIES LAWS.  NEITHER THIS SECURITY NOR THE SHARES ISSUABLE HEREUNDER MAY BE
SOLD OR OTHERWISE  TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS,
OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.

                                  VITRIX, INC.

                        WARRANT TO PURCHASE COMMON STOCK

     This certifies that, for value received, Frances L. Simek (the "Holder") is
entitled to subscribe  for and  purchase up to Sixty two  thousand  nine hundred
fifty eight (62,958) shares (subject to adjustment from time to time pursuant to
the provisions of Section 5 hereof) of fully paid and nonassessable Common Stock
(as defined below) of VITRIX, INC. a Nevada corporation (the "Company"),  at the
Warrant Price (as defined in Section 2 hereof),  subject to the  provisions  and
upon the terms and conditions hereinafter set forth.

     As used herein, the term "Common Stock" shall mean the Company's  presently
authorized  common stock,  $.005 par value, and any stock into or for which such
Common Stock may hereafter be converted or exchanged.

     1. TERM OF WARRANT.  The  purchase  right  represented  by this  Warrant is
exercisable, in whole or in part, at any time during the period beginning on the
date hereof and ending on the fifth (5th) anniversary of the date hereof.

     2. WARRANT PRICE. The exercise price of this Warrant is 25/100 DOLLARS
($0.25) per share (the "Warrant Price").

     3. METHOD OF EXERCISE;  PAYMENT; ISSUANCE OF NEW WARRANT; EXERCISE. Subject
to Section 1 hereof,  the  purchase  right  represented  by this  Warrant may be
exercised by the Holder  hereof,  in whole or in part,  by the surrender of this
Warrant  (with the notice of  exercise  form  attached  hereto as Exhibit A duly
executed)  at the  principal  office of the  Company  and by the  payment to the
Company  of an  amount  equal to the then  applicable  Warrant  Price  per share
multiplied  by the  number of shares  then being  purchased  either (i) by cash,
cashier's  check or wire  transfer,  or (ii) by  cancellation  by the  Holder of
indebtedness of the Company to the Holder. The Company agrees that the shares so
purchased  shall be deemed to be issued to the Holder  hereof or the designee of
the Holder hereof as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been  surrendered  and payment made
for such shares as  aforesaid.  In the event of any  exercise  of this  Warrant,
certificates  for the shares of stock so  purchased  shall be  delivered  to the
Holder  hereof or the designee of the Holder hereof  within  15-days  thereafter
and,  unless this  Warrant has been fully  exercised  or expired,  a new Warrant
representing  the  portion of the  shares,  if any,  with  respect to which this
Warrant shall not then have been  exercised,  shall also be issued to the Holder
hereof within such 15-day period.
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     4. STOCK FULLY PAID;  RESERVATION  OF SHARES.  All Common Stock that may be
issued upon the exercise of this Warrant will, upon issuance,  be fully paid and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue thereof.  The Company shall at all times reserve and keep available,  free
from preemptive  rights,  out of its authorized but unissued  Common Stock,  the
full number of shares of Common  Stock then  deliverable  upon  exercise of this
Warrant.

     5. FRACTIONAL SHARES. In the sole discretion of the Company, instead of any
fraction of a share  which would  otherwise  be  issuable  upon  exercise of the
Warrant,  the Company shall pay a cash adjustment in respect of such fraction in
an amount  equal to the same  fraction  of the market  price per share of Common
Stock (as  reasonably  determined by the Board of Directors of the Company),  at
the close of business on the date of exercise.

     6.  COMPLIANCE  WITH THE ACT.  The Holder of this  Warrant,  by  acceptance
hereof,  agrees that this  Warrant  and the shares of Common  Stock to be issued
upon  exercise  hereof are being  acquired for  investment  and that it will not
offer,  sell or otherwise  dispose of this Warrant or any shares of Common Stock
to be issued upon  exercise  hereof  except under  circumstances  which will not
result in a violation of the Act or any state securities laws.

     7. NO TRANSFER  OF WARRANT.  This  Warrant  and the rights,  interests  and
benefits hereof, may not be sold, transferred,  pledged,  assigned,  conveyed or
otherwise  disposed of by the Holder,  except by will or the laws of descent and
distribution  or with the consent of the  Company,  which  consent  shall not be
unreasonably  withheld.  Any  purported  sale,  transfer,   pledge,  assignment,
conveyance or other attempt to dispose of this Warrant, or the rights, interests
or benefits hereof, other than as provided above, is null and void.

     8.  NOTICE TO  HOLDER.  This  Warrant  is issued  pursuant  to the Note and
Warrant  Purchase  Agreement dated as of even date herewith  between the Company
and the  purchaser  named  therein.  The Warrant is referred to in said Note and
Warrant Purchase  Agreement,  by the terms of which agreement the Holder hereof,
by his  acceptance  hereof,  agrees  to be  bound,  in each  case to the  extent
provided in said agreement.

     9. MISCELLANEOUS.

          (a) NO RIGHTS AS  SHAREHOLDER.  No  Holder  of this  Warrant  shall be
entitled to vote or receive dividends or be deemed the holder of Common Stock or
any other  securities  of the  Company  that may at any time be  issuable on the
exercise  hereof  for any  purpose,  nor  shall  anything  contained  herein  be
construed to confer upon the Holder of this Warrant,  as such, any of the rights
of a  shareholder  of the  Company  or any  right  to vote for the  election  of
directors or upon any matter  submitted to shareholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock, reclassification of stock, change of stock
to par value,  consolidation,  merger,  conveyance  or  otherwise) or to receive
notice of meetings,  or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.

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          (b) REPLACEMENT. On receipt of evidence reasonably satisfactory to the
Company of the loss,  theft,  destruction  or mutilation of this Warrant and, in
the case of loss, theft or destruction,  on delivery of an indemnity  agreement,
or bond  reasonably  satisfactory  in form and amount to the  Company or, in the
case of mutilation,  on surrender and cancellation of this Warrant, the Company,
at the Holder's expense,  will execute and deliver,  in lieu of this Warrant,  a
new Warrant of like tenor.

          (c) NOTICE.  Any notice given to either party under this Warrant shall
be in writing,  and any notice hereunder shall be deemed to have been given when
delivered or  telecopied  or, if mailed,  when  mailed,  if sent  registered  or
certified,  addressed to the Company at its principal  executive  offices and to
the Holder at its  address  set forth in the  Company's  books and records or at
such other address as the Holder may have provided to the Company in writing.

          (d) GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Arizona without regard to conflicts of
law principles.

     IN  WITNESS  WHEREOF,  this  Warrant  is  executed  as of  the  4th  day of
September, 2001.

                                     VITRIX, INC., a Nevada corporation



                                     By: /s/ Thomas S. Bednarik
                                         ---------------------------------------
                                         Thomas S. Bednarik
                                         Chief Executive Officer

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                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: VITRIX, INC.

     1. The undersigned hereby elects to purchase  ____________ shares of Common
Stock of VITRIX, INC. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price of such shares in full in accordance with
the provisions of the following section of the attached Warrant:

                                ___ Section 3(i)

                                ___ Section 3(ii)

     2. Please issue a certificate or certificates  representing  said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:


                                     (Name)


                                    (Address)

     3. The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the  undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned will not offer,  sell or otherwise dispose of any such shares except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities law.


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                                    Signature