<PAGE>   1
                                                                     EXHIBIT 4.5


THE WARRANTS REPRESENTED BY THIS CERTIFICATE ("WARRANTS") AND THE UNDERLYING
WARRANT SHARES ("WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE WARRANTS AND WARRANT SHARES
MAY NOT BE OFFERED OR SOLD TO ANY U.S. PERSON, THE WARRANTS MAY NOT BE EXERCISED
IN THE UNITED STATES (EXCEPT AS PERMITTED BY REGULATION S), AND THE WARRANT
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES BY THE ORIGINAL HOLDER OF ANY
SUBSEQUENT HOLDER, UNLESS, IN EACH CASE, THE OFFER AND SALE OF THE WARRANTS AND
WARRANT SHARES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE, AS EVIDENCED BY AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY.

                    WARRANTS TO PURCHASE COMMON STOCK                     NO. 20


     CONSOLIDATED CAPITAL OF NORTH AMERICA, INC., a Colorado corporation (the
"Company") hereby grants to ________________ (and each subsequent transferee,
the "Holder") One Million (1,000,000) warrants (the "Warrants") for the purchase
of shares of the Company's Common Stock, par value $0.0001 per share (the
"Common Stock"), with each whole Warrant entitling the Holder to purchase one
share of Common Stock (each a "Warrant Share" and collectively the "Warrant
Shares"), subject to adjustment as provided in Section 8 hereof, on the terms
and subject to the conditions set forth herein.

     1.   TERM. The Warrants may be exercised, in whole or in part, at any time
and from time to time from the date hereof until 5:00 p.m. Eastern Time on
January 31, 2002 (the "Exercise Period").

     2.   EXERCISE PRICE. The initial exercise price of each whole Warrant shall
be $0.16 (the "Exercise Price"). The Exercise Price shall be subject to
adjustment as provided in Section 5 hereof.

     3.   EXERCISE OF WARRANTS. The Warrants are exercisable on the terms set
forth herein at any time during the Exercise Period by the surrender of this
certificate to the Company at its principal office together with the Notice of
Exercise annexed hereto duly completed and executed on behalf of the Holder,
accompanied by payment in full, in immediately available funds, of the amount of
the aggregate Exercise Price of the Warrant Shares being purchased upon such
exercise. In lieu of cash payment, the Holder may pay up to $75,000 of the
Exercise Price by the Warrant Exercise Credit issued by the Company to the
Holder pursuant to the Commitment Fee Agreement effective as of December 31,
1998 by and between the Company, the Holder and the other lenders set forth
therein. The Holder shall be deemed the record owner of such Warrant Shares as
of and from the close of business on the date on which this certificate is
surrendered together with the completed Notice of Exercise and payment in full
as required above (the "Exercise Date"). The Company agrees that the Warrant
Shares so purchased shall be issued promptly thereafter. It shall be a condition
to the exercise of the Warrants that the Holder or any transferee hereof certify
to the Company, at the time of exercise, either that the Holder is not a U.S.
person (as defined in Regulation S under the Securities Act of 1933, as amended
(the "Securities Act")) and that the Warrants are not being


<PAGE>   2


exercised on behalf of a U.S. person, or to provide an opinion of counsel
satisfactory to the Company that the offer and sale of the Warrants and the
Warrant Shares to be delivered upon exercise thereof has been registered under
the Securities Act or that an exemption from the registration requirements of
the Securities Act is available. It shall be a further condition to the exercise
of the Warrants that the Warrants may not be exercised in the United States and
the Warrant Shares may not be delivered in the United States absent registration
under the Securities Act or available exemption from registration, unless
otherwise permitted by Regulation S.

     4.   WARRANTS CONFER NO RIGHTS OF STOCKHOLDER. The Holder shall not have
any rights as a stockholder of the Company with regard to the Warrant Shares
prior to the Exercise Date.

     5.   ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and
the number and kind of securities purchasable upon the exercise of the Warrants
shall be subject to adjustment from time to time upon the happening of certain
events as follows:

          (a)  In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the record date for such dividend or distribution or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action, and the numerator
of which shall be the number of shares of Common Stock issued and outstanding
immediately prior to such action. Such adjustment shall be made each time any
event listed above shall occur.

          (b)  Whenever the Exercise Price payable upon exercise of each Warrant
is adjusted pursuant to Subsection (a) above, the number of Shares purchasable
upon exercise of this Warrant shall simultaneously be adjusted by multiplying
the number of Shares initially issuable upon exercise of this Warrant by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted pursuant to subsection (a) above.

          (c)  All calculations under this Section 5 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.

          (d)  Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Exercise Price
and adjusted number of Shares issuable upon exercise of each Warrant to be
mailed to the Holder, at its last address appearing in the Warrant Register. The
Company may retain a firm of independent certified public accountants selected
by the Board of Directors (who may be the regular accountants employed by the
Company) to make any computation required by this Section 5.

     6.   TRANSFER. The Holder may from time to time request the Company in
writing to transfer the Warrants to any other person or entity. Upon any
registration of transfer, the Company

                                       2
<PAGE>   3

shall deliver a new Warrant or Warrants to the persons entitled thereto. The
Warrants may be exchanged at the option of the Holder thereof for Warrants of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of Warrant Shares upon surrender to the Company
or its duly authorized agent.

     7.   INVESTMENT REPRESENTATION. Neither the Warrants nor the Warrant Shares
issuable upon the exercise of the Warrants have been registered under the
Securities Act or any state securities laws. The Holder acknowledges by
acceptance of this certificate that, as of the date of this Warrant and at the
time of exercise, (a) the Holder has acquired the Warrants or the Warrant
Shares, as the case may be, for investment and not with a view to distribution;
and either (b) the Holder has a pre-existing personal or business relationship
with the Company or its executive officers, or by reason of the Holder's
business or financial experience the Holder has the capacity to protect the
Holder's own interests in connection with the transaction; or (c) the Holder is
an accredited investor as that term is defined in Rule 5019a) of Regulation D
under the Securities Act. The Holder, by acceptance of this certificate,
consents to the placement of a restirctive legend (the "Legend") on the
certificates representing any Warrant Shares that are purchased upon exercise of
the Warrants during the applicable restricted period under Regulation S or any
other applicable restricted period under the Securities Act (the "Restricted
Period"). The Legend shall be in substantially the following form:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), OR UNDER ANY STATE SECURITIES LAWS ("STATE LAWS") OR ANY SECURITIES
     LAWS OF JURISDICTIONS OUTSIDE OF THE UNITED STATES, AND MAY NOT BE OFFERED,
     SOLD, OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A "U.S. PERSON,"
     AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, EXCEPT
     (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FIELD UNDER THE
     SECURITIES ACT COVERING THE SECURITIES, OR (2) UPON DELIVERY TO THE COMPANY
     OF AN OPINION OF U.S. COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
     THE SECURITIES MAY BE TRANSFERRED WITHOUT REGISTRATION PURSUANT TO (A) RULE
     144, RULE 144A, OR REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR (B)
     ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY
     REQUIREMENTS OF THE SECURITIES ACT.


     Upon the issuance of the Warrant Shares the Company will notify the
transfer agent of the date of expiration of the Restricted Period. Upon delivery
to the Company of an opinion of U.S. Counsel reasonably satisfactory to the
Company that the securities may be transferred without registration pursuant to
Regulation S the Company shall instruct the transfer agent to effectuate the
removal of the Legend from the certificate(s) representing the Shares upon the
expiration of the Restricted Period.


                                       3
<PAGE>   4

     8.   RESERVATION OF SHARES. The Company agrees that, at all times during
the Exercise Period, the Company will have authorized and reserved, for the
exclusive purpose of issuance and delivery upon exercise of the Warrants, a
sufficient number of shares of its Common Stock to provide for the issuance of
the Warrant Shares.

     9.   LOSS, THEFT, DESTRUCTION OR MUTILATION OF CERTIFICATE. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any certificate representing the Warrants or the
Warrant Shares (referred to herein as the "original certificate"), and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory
to the Company, and upon reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the original
certificate if mutilated, the Company will make and deliver a new certificate of
like tenor in lieu of the original certificate.

     10.  GENERAL. This certificate shall be governed by and construed in
accordance with the laws of the State of Colorado applicable to contracts
between Colorado residents entered into and to be performed entirely within the
State of Colorado. The headings herein are for purposes of convenience and
reference only and shall not be used to construe or interpret the terms of this
certificate. The terms of this certificate may be amended, waived, discharged or
terminated only by a written instrument signed by both the Company and the
Holder. All notices and other communications from the Company to the Holder
shall be mailed by first-class registered or certified mail, postage pre-paid,
to the address furnished to the Company in writing by the last Holder who shall
have furnished an address to the Company in writing.

Dated as of: December 31, 1998

                                                CONSOLIDATED CAPITAL OF NORTH
                                                AMERICA, INC.

                                                By:
                                                    ---------------------------
                                                      (Authorized Signature)


                                                    ---------------------------
                                                          (Name and Title)


                                       4
<PAGE>   5


                               NOTICE OF EXERCISE


                                                 Dated                ,
                                                       ---------------  -------

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing _______ shares of Common Stock and hereby makes payment
of ____________________ in payment of the actual exercise price thereof.

                           --------------------------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name 
     --------------------------------------------------------
            (Please typewrite or print in block letters)

         Signature 
                   -----------------------------------

                           --------------------------

                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, _______________________________________ hereby sells,
assigns and transfer unto

Name 
     --------------------------------------------------------
            (Please typewrite or print in block letters)

Address
       -------------------------------------------------------

the right to purchase Common Stock represented by this Warrant to the extent of
________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ______________________ Attorney, to transfer
the same on the books of the Company with full power of substitution in the
premises.

Dated                 ,    
      ---------------  --------
                                         Signature
                                                   ----------------------------

Signature Guaranteed


------------------------