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                                                                     EXHIBIT 4.1


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 METEOR INDUSTRIES, INC.

WARRANT NO. _________                                           Denver, Colorado
                                                             _____________, 2001


         This certifies that, for value received, _____________________________,
or [its/his/her] successors or assigns (the "Holder") is entitled to purchase
from Meteor Industries, Inc. (the "Company") _______________________________
(__________) fully paid and nonassessable shares (the "Shares") of the Company's
Common Stock, $.001 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 Denver, Colorado, 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



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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 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




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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 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



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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
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 Colorado.

         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 Meteor Industries,
Inc., 1401 Blake Street, Suite 200, Denver, Colorado 80202, or to such other
address as the Company or the Holder shall notify the other as provided in this
Section.

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

                                    METEOR INDUSTRIES, INC.


                                    By:_____________________________________
                                           Edward J. Names
                                           President and Chief Executive Officer

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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
Meteor Industries, 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 Meteor Industries, 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)