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                                                                     EXHIBIT 4.2

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. _____                                         Minneapolis, Minnesota
                                                                    May 31, 2002


         This certifies that, for value received, _____________, or [his/its]
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 $1.25 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 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.


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         5. Redemption of Warrants

                  (a) Redemption Price. This Warrant may be redeemed at the
option of the Company following a period of thirty (30) consecutive trading days
where the per share average closing sale price of the Common Stock exceeds Two
and 50/100 Dollars ($2.50), on notice as set forth in Section 5(b) hereof, and
at a redemption price equal to One Cent ($.01) for each Share purchasable under
this Warrant; provided, however, that this Warrant may not be redeemed on or
before January 30, 2003. For purposes of this Section, the closing sale price of
the Common Stock shall be determined by the closing sale 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. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Minnesota.

         8. 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.


<PAGE>



         9. 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., 5720 Smetana Drive, Suite 101, Minnetonka, Minnesota 55343,
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)