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                                                                     EXHIBIT 4.8

                                  ____ Warrants


                              RETRAC MEDICAL, INC.


                          Common Stock Purchase Warrant
                      (One (1) Warrant is required for the
                       purchase of one (1) share of Common
                          Stock, subject to adjustment
                               as provided below)


         This certifies that , or registered assigns, is entitled to purchase at
any time on or after , 2001 and on or before , 2006, unless such period is
extended by the Company, one (1) fully paid and non-assessable share of the
common stock of RETRAC MEDICAL, INC., a Delaware corporation (the "Company"),
for each one (1) full Warrant evidenced by this Warrant Certificate, at the
purchase price of Eight and 80/100 Dollars ($8.80) per share (subject to
adjustment as hereinafter referred to), payable in lawful money of the United
States, upon surrender of this Warrant Certificate and payment of the purchase
price in lawful money of the United States of America, at the principal office
in ____________________, of the Warrant Agent hereinafter referred to (or at the
principal office of its successor as warrant agent), but only subject to the
conditions set forth herein and in the Warrant Agreement dated as of , 2001,
between the Company and COMPUTERSHARE TRUST COMPANY, as Warrant Agent (the
"Warrant Agent").

         1. The purchase price payable upon exercise of Warrants shall be paid
in cash or by certified check or bank draft. No adjustment shall be made for any
dividends on any shares of stock issuable upon exercise of this Warrant.

         2. Upon any exercise of Warrants evidenced hereby the form of election
to purchase set forth herein (on the reverse hereof) shall be properly completed
and executed. In the event that upon any exercise of Warrants evidenced hereby
the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof a new Warrant
Certificate, in all respects similar to this Warrant Certificate, evidencing the
number of Warrants not exercised.

         3. Upon the occurrence of certain events set forth in the Warrant
Agreement, the purchase price per share and the number of Warrants evidenced
hereby shall be adjusted, all as provided in the Warrant Agreement. No
fractional shares of Common Stock will be issued upon the exercise of any
Warrants evidenced hereby, but in lieu thereof a cash payment will be made, as
provided in the Warrant Agreement. This Warrant is subject to redemption by the
Company as provided in the Warrant Agreement.
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         4. This Warrant Certificate is issued under and the Warrants evidenced
hereby are subject to the terms and provisions contained in the Warrant
Agreement, and, by acceptance hereof, the holder of this Warrant Certificate
assents to all such terms and provisions. Reference is hereby made to such
Warrant Agreement for a more complete statement of the rights and limitations of
rights of the registered holder hereof, the rights and duties of the Warrant
Agent and the rights and obligations of the Company thereunder. Copies of such
Warrant Agreement are on file at the office of the Warrant Agent.

         5. This Warrant Certificate and similar Warrant Certificates when
surrendered at the principal office in ________________________, of the Warrant
Agent (or at the principal office of its successor as warrant agent) by the
registered holder hereof in person or by attorney duly authorized in writing may
be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate the number of Warrants evidenced by the Warrant Certificates so
surrendered.

         6. Upon due presentment for registration of transfer of this Warrant
Certificate at the principal office in __________________________, of the
Warrant Agent (or at the principal office of its successor as warrant agent), a
new Warrant Certificate or Certificates of like tenor and evidencing in the
aggregate the number of Warrants evidenced by this Warrant Certificate shall be
issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, without charge except for a
transfer fee of $_____ per transfer and any tax or other governmental charge
imposed in connection therewith.

         7. Prior to due presentment for registration of transfer of this
Warrant Certificate, the Company and the Warrant Agent may deem and treat the
registered holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise hereof and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.

         8. If this Warrant Certificate shall be surrendered upon exercise of
the Warrants evidenced hereby within any period during which the transfer books
for the Company's Common Stock are closed for any purpose, the Company shall not
be required to make delivery of certificates for shares of Common Stock until
the date of the reopening of such transfer books.

         9. No Warrant may be exercised after five (5) years from the effective
date of the offering, unless extended by the Company, in which event no Warrant
may be exercised after expiration of such additional period, and to the extent
not exercised by such time, all Warrants evidenced hereby shall become void.


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         10. This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.

Dated:                                     RETRAC MEDICAL, INC.
       ----------------------------


                                           By:
                                               ---------------------------------
                                               Thomas Sassone, CEO



ATTEST:


---------------------------------
ALEC MULGREW, Secretary



COUNTERSIGNED:

COMPUTERSHARE TRUST COMPANY
Warrant Agent


By:
   ------------------------------
      Authorized Officer


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                                    [FORM OF]

                              ELECTION TO PURCHASE


TO:      RETRAC MEDICAL, INC.

                  c/o COMPUTERSHARE TRUST COMPANY
                  12039 W. Alameda Parkway, Suite Z-2
                  Lakewood, Colorado  80228



         The undersigned hereby irrevocably elects to exercise Warrants
represented by the within Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
certificates for such shares shall be issued in the name of

                                     ___________________________________________
                                     (Name)

                                     ___________________________________________
                                     (Address)

                                     ___________________________________________
                                     (Taxpayer Number)

and be delivered to
                                     ___________________________________________
                                     (Name)

at
                                     ___________________________________________
                                     (Address)


and, if said number of Warrants shall not be all the Warrants evidenced by the
within Warrant Certificate, that a new Warrant Certificate for the balance
remaining of such Warrants be registered in the name of, and delivered to, the
undersigned at the address stated below.

         Payment is hereby made in CASH, CERTIFIED CHECK or BANK DRAFT enclosed
of $__________.



DATED:
      ---------------------


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Name of holder of Warrant Certificate:


                                     ___________________________________________
                                 (Please Print)

Address:
                                     ___________________________________________


Signature:
                                     ___________________________________________



Note:    The above signature must correspond with the name as written upon the
         face of this Warrant Certificate in every particular, without
         alteration or enlargement or any change whatsoever.


                                                           SIGNATURE GUARANTEED: