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                                                                   EXHIBIT 10.1

THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS ("BLUE SKY
LAWS"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THIS WARRANT OR THE SECURITIES OR ANY INTEREST THEREIN MAY BE
MADE EXCEPT (a) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (b) IF THE COMPANY HAS BEEN
FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO
REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH
REGISTRATION OR EXEMPTION.

                  WARRANT TO PURCHASE SHARES OF COMMON STOCK
                       OF ACTIVE IQ TECHNOLOGIES, INC.

WARRANT NO. MW-____                                     Minneapolis, Minnesota
                                                                April 30, 2001


         This certifies that, for value received, ___________________________
_____________________________________, or its/his/her successors or assigns
(the "Holder") is entitled to purchase from Active IQ Technologies, Inc. (the
"Company") _______________________________ (__________) fully paid and
nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock"), at an exercise price of $5.50 per share (the
"Exercise Price"), subject to adjustment as herein provided. This Warrant may
be exercised by Holder at any time after the date hereof; provided, however,
that, Holder shall in no event have the right to exercise this Warrant or any
portion thereof later than the five (5) year anniversary of the date hereof,
at which time all of Holder's rights hereunder shall expire.

         This Warrant is subject to the following provisions, terms and
conditions:

         1.   Exercise of Warrant. The rights represented by this Warrant may
be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed,
if required, at the Company's principal office in Minneapolis, Minnesota, or
such other office or agency of the Company as the Company may designate by
notice in writing to the Holder at the address of such Holder appearing on the
books of the Company at any time within the period above named), and upon
payment to it by certified check, bank draft or cash of the purchase price for
such Shares. The Company agrees that the Shares so purchased shall have and
are deemed to be issued to the Holder 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. Certificates for
the Shares of Common Stock so purchased shall be delivered to the Holder
within a reasonable time, not exceeding ten (10) days, after the rights
represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of Shares, if any,
with respect to which this Warrant shall not then have been exercised shall
also be delivered to the Holder within such time. The Company may require that
any such new Warrant or any certificate for Shares purchased upon the exercise
hereof bear a legend substantially similar to that which is contained on the
face of this Warrant.



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         2.   Transferability of this Warrant.  This Warrant is issued upon
the following terms, to which Holder consents and agrees:

              (a)  Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such
on the books of the Company as the absolute owner hereof for all purposes
without being affected by any notice to the contrary.

              (b)  This Warrant may not be exercised, and this Warrant and the
Shares underlying this Warrant shall not be transferable, except in compliance
with all applicable state and federal securities laws, regulations and orders,
and with all other applicable laws, regulations and orders.

              (c)  The Warrant may not be transferred, and the Shares
underlying this Warrant may not be transferred, without the Holder obtaining
an opinion of counsel satisfactory in form and substance to the Company's
counsel stating that the proposed transaction will not result in a prohibited
transaction under the Securities Act of 1933, as amended ("Securities Act"),
and applicable Blue Sky laws. By accepting this Warrant, the Holder agrees to
act in accordance with any conditions reasonably imposed on such transfer by
such opinion of counsel.

              (d)  Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.

         3.   Certain Covenants of the Company. The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue hereof,
except those that may be created by or imposed upon the Holder or its
property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions 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 purchase price per share of
the Common Stock issuable pursuant to this Warrant. The Company further
covenants 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 free of preemptive or other rights for the
exclusive purpose of issue upon exercise of the purchase rights evidenced by
this Warrant, a sufficient number of shares of its Common Stock to provide for
the exercise of the rights represented by this Warrant.

         4.   Adjustment of Exercise Price and Number of Shares.  The Exercise
Price and number of Shares are subject to the following adjustments:

              (a)  Adjustment of Exercise Price for Stock Dividend, Stock
Split or Stock Combination. In the event that (i) any dividends on any class
of stock of the Company payable in Common Stock or securities convertible into
or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by
the Company, (ii) the Company shall subdivide its then outstanding shares of
Common Stock into a greater number of shares, or (iii) the Company shall
combine its outstanding shares of Common Stock, by reclassification or
otherwise, then, in any such event, the Exercise Price in effect immediately
prior to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (a) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Exercise
Price, by (b) the total number of shares of Common Stock outstanding
immediately after such event, and the resulting quotient shall be the adjusted
Exercise Price per share. No adjustment of the Exercise Price shall be made if
the amount of such adjustment shall be

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less than $.05 per share, but in such case any adjustment that would otherwise
be required then to be made shall be carried forward and shall be made at the
time and together with the next subsequent adjustment which, together with any
adjustment or adjustments so carried forward, shall amount to not less than
$.05 per share.

              (b) Adjustment of Number of Shares Purchasable on Exercise of
Warrants. Upon each adjustment of the Exercise Price pursuant to this Section,
the Holder shall thereafter (until another such adjustment) be entitled to
purchase at the adjusted Exercise Price the number of shares, calculated to
the nearest full share, obtained by multiplying the number of shares specified
in such Warrant (as adjusted as a result of all adjustments in the Exercise
Price in effect prior to such adjustment) by the Exercise Price in effect
prior to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.

              (c) Notice as to Adjustment. Upon any adjustment of the Exercise
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of the Warrant, then, and in each such case, the
Company within thirty (30) days thereafter shall give written notice thereof,
by first class mail, postage prepaid, addressed to each Holder as shown on the
books of the Company, which notice shall state the adjusted Exercise Price and
the increased or decreased number of shares purchasable upon the exercise of
the Warrants, and shall set forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.

              (d) Effect of Reorganization, Reclassification, Merger, etc. If
at any time while this Warrant is outstanding there should be (i) any capital
reorganization of the capital stock of the Company (other than the issuance of
any shares of Common Stock in subdivision of outstanding shares of Common
Stock by reclassification or otherwise and other than a combination of shares
provided for in Section 4(a) hereof), (ii) any consolidation or merger of the
Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any
other corporation, which is effected in such a manner that the holders of
Common Stock shall be entitled to receive cash, stock, securities, or assets
with respect to or in exchange for Common Stock, or (iii) any dividend or any
other distribution upon any class of stock of the Company payable in stock of
the Company of a different class, other securities of the Company, or other
property of the Company (other than cash), then, as a part of such
transaction, lawful provision shall be made so that Holder shall have the
right thereafter to receive, upon the exercise hereof, the number of shares of
stock or other securities or property of the Company, or of the successor
corporation resulting from such consolidation or merger, or of the corporation
to which the property of the Company has been sold, conveyed, leased or
otherwise transferred, as the case may be, which the Holder would have been
entitled to receive upon such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other
transfer, if this Warrant had been exercised immediately prior to such capital
reorganization, reclassification of capital stock, consolidation, merger,
sale, conveyance, lease or other transfer. In any such case, appropriate
adjustments (as determined by the Board of Directors of the Company) shall be
made in the application of the provisions set forth in this Warrant (including
the adjustment of the Exercise Price and the number of Shares issuable upon
the exercise of the Warrant) to the end that the provisions set forth herein
shall thereafter be applicable, as near as reasonably may be, in relation to
any shares or other property thereafter deliverable upon the exercise of the
Warrant as if the Warrant had been exercised immediately prior to such capital
reorganization, reclassification of capital stock, such consolidation, merger,
sale, conveyance, lease or other transfer and the Holder had carried out the
terms of the exchange as provided for by such capital reorganization,
consolidation or merger. The Company shall not effect any such capital
reorganization, consolidation, merger or transfer unless, upon or prior to the
consummation thereof, the successor corporation or the corporation to which
the property of the Company has been sold, conveyed, leased or otherwise
transferred shall assume by written instrument

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the obligation to deliver to the Holder such shares of stock, securities, cash
or property as in accordance with the foregoing provisions such Holder shall
be entitled to purchase.

         5.   Redemption of Warrants

              (a)  Redemption Price. This Warrant may be redeemed at the
option of the Company, at any time after the first anniversary of the date
hereof following a period of fourteen (14) consecutive trading days where the
per share average closing bid price of the Common Stock exceeds Seven and
50/100 Dollars ($7.50), on notice as set forth in Section 5(b) hereof, and at
a redemption price equal to One Cent ($.01) for each Share purchasable under
this Warrant; provided, however, that this Warrant may not be redeemed by the
Company unless the Shares purchasable hereunder have been registered with the
Securities and Exchange Commission or are otherwise freely tradable. For
purposes of this Section, the closing bid price of the Common Stock shall be
determined by the closing bid price as reported by Nasdaq so long as the
Common Stock is quoted on the Nasdaq National Market or SmallCap Market
Systems and, if the Common Stock is listed on a national securities exchange,
shall be determined by the last reported sale price on the primary exchange on
which the Common Stock is traded.

              (b)  Notice of Redemption. In the case of any redemption of this
Warrant, the Company shall give notice of such redemption to the Holder hereof
as provided in this Section 5(b). Notice of redemption to the Holder of this
Warrant shall be given by mailing by first-class mail, postage prepaid, a
notice of such redemption not less than thirty (30) days prior to the date
fixed for redemption. Any notice which is given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Each such notice shall specify the date fixed for
redemption, the place of redemption and the redemption price of $.01 per Share
at which this Warrant is to be redeemed, and shall state that payment of the
redemption price of the Warrant will be made up on surrender of this Warrant
at such place of redemption, and that if not exercised by the close of
business on the date fixed for redemption, the exercise rights of the Warrant
shall expire unless extended by the Company. Such notice shall also state the
current Exercise Price and the date on which the right to exercise the Warrant
will expire unless extended by the Company.

              (c)  Payment of Redemption Price. If notice of redemption shall
have been given as provided in Section 5(b), the redemption price of $.01 per
Share shall, unless the Warrant is theretofore exercised pursuant to the terms
hereof, become due and payable on the date and at the place stated in such
notice. On and after such date of redemption, the exercise rights of this
Warrant shall expire. On presentation and surrender of this Warrant at such
place of payment in such notice specified, this Warrant shall be paid and
redeemed at the redemption price of $.01 per Share within tem (10) days
thereafter.

         6.   No Rights as Shareholders.  This Warrant shall not entitle the
Holder as such to any voting rights or other rights as a shareholder of the
Company.

         7.   Registration Rights. If at any time the Company shall propose to
file any registration statement (other than any registration on Form S-4, S-8
or any other similarly inappropriate form, or any successor forms thereto)
under the 1933 Act covering a public offering of the Company's Common Stock
(the "Registration Statement"), it will notify the Holder hereof at least
thirty (30) days prior to each such filing (the "Registration Notice") and
will use its best efforts to include in the Registration Statement (to the
extent permitted by applicable regulation), the Shares purchased or
purchasable by the Holder upon the exercise of the Warrant to the extent
requested by the Holder hereof within twenty (20) days after receipt of notice
of such filing (which request shall specify the interest in this Warrant or
the

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Shares intended to be sold or disposed of by such Holder and describe the
nature of any proposed sale or other disposition thereof); provided, however,
that if a greater number of Shares is offered for participation in the
proposed offering than in the reasonable opinion of the managing underwriter
of the proposed offering can be accommodated without adversely affecting the
proposed offering, then the amount of Shares proposed to be offered by such
Holder for registration, as well as the number of securities of any other
selling shareholders participating in the registration, shall be
proportionately reduced to a number deemed satisfactory by the managing
underwriter. The Company shall bear all expenses and fees incurred in
connection with the preparation, filing, and amendment of the Registration
Statement with the Commission, except that the Holder shall pay all fees,
disbursements and expenses of any counsel or expert retained by the Holder and
all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration Statement. The
Holder of this Warrant agrees to cooperate with the Company in the preparation
and filing of any Registration Statement, and in the furnishing of information
concerning the Holder for inclusion therein, or in any efforts by the Company
to establish that the proposed sale is exempt under the 1933 Act as to any
proposed distribution. The Holder understands that if the Company has not
received such information requested by the Company in the Registration Notice
within 20 days after Holder's receipt thereof, the Company shall have no
obligation to include any of Holder's Shares in the Registration Statement.

         8.   Governing Law.  This Warrant shall be governed by and construed
in accordance with the laws of the State of Minnesota.

         9.   Amendments and Waivers.  The provisions of this Warrant may not
be amended, modified or supplemented, and waiver or consents to departures
from the provisions hereof may not be given, unless the Company agrees in
writing and has obtained the written consent of the Holder.

         10.  Notices. All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to the
Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at
his or her address set forth on the records of the Company; or if sent to the
Company shall be mailed, delivered, or telefaxed and confirmed to Active IQ
Technologies, Inc., 601 Carlson Parkway, Suite 1500, Minnetonka, Minnesota
55305, or to such other address as the Company or the Holder shall notify the
other as provided in this Section.

         IN WITNESS WHEREOF, Active IQ Technologies, Inc. has caused this
Warrant to be signed by its duly authorized officer in the date set forth
above.

                             ACTIVE IQ TECHNOLOGIES, INC.


                             By:
                                -------------------------------------
                                      Its:
                                          -----------------------

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                              SUBSCRIPTION FORM

                 (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
Active IQ Technologies, Inc. (the "Shares") to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, ____________________________, the address for whom is set forth below the
signature of the undersigned:

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

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


                                            -----------------------------------
                                            -----------------------------------
                                            (Address)


                                  *   *   *



                               ASSIGNMENT FORM

           (TO BE SIGNED ONLY UPON AUTHORIZED TRANSFER OF WARRANT)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto _____________________________________ the right to purchase
shares of Common Stock of Active IQ Technologies, Inc. to which the within
Warrant relates and appoints ____________________ attorney, to transfer said
right on the books of _________________ with full power of substitution in the
premises.


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

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


                                            -----------------------------------
                                            -----------------------------------
                                            (Address)