Exhibit 4.01

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  (THE "ACT") OR ANY STATE  SECURITIES  LAW,  AND MAY NOT BE OFFERED FOR
SALE,  SOLD OR TRANSFERRED  UNLESS A REGISTRATION  STATEMENT  UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO,  OR AN
OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY  ACCEPTABLE TO THE COMPANY,
THAT  AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE  ACT  AND  APPLICABLE  STATE
SECURITIES  LAWS IS AVAILABLE OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SAID
ACT.

                              TOPAZ RESOURCES, INC.

                          COMMON STOCK PURCHASE WARRANT

WARRANT NO.:                              NUMBER OF WARRANT SHARES:
SERIES A
DATE OF ISSUANCE:

Topaz Resources,  Inc., a Florida corporation (the "COMPANY"),  hereby certifies
that, for value received,  (the "HOLDER") is entitled,  subject to the terms set
forth below, to purchase from the Company upon surrender of this Warrant, at any
time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time
on  the  Expiration  Date  (as  defined  herein)   _______________   fully  paid
nonassessable shares of Common Stock (as defined in Section 1(a)) of the Company
(the "WARRANT  SHARES") at the purchase price per share provided in Section 1(a)
below (the  "EXERCISE  PRICE");  provided,  however,  that in no event shall the
Holder be entitled to exercise  this  Warrant for a number of Warrant  Shares in
excess of that  number of  Warrant  Shares  which,  upon  giving  effect to such
exercise,   would  cause  the  aggregate   number  of  shares  of  Common  Stock
beneficially  owned by the  Holder  and its  affiliates  to exceed  4.99% of the
outstanding shares of the Common Stock following such exercise.  For purposes of
the  foregoing  proviso,   the  aggregate  number  of  shares  of  Common  Stock
beneficially  owned by the Holder and its affiliates shall include the number of
shares of Common Stock  issuable  upon  exercise of this Warrant with respect to
which the  determination of such proviso is being made, but shall exclude shares
of Common  Stock  which would be issuable  upon (i)  exercise of the  remaining,
unexercised  Warrants  beneficially  owned by the Holder and its  affiliates and
(ii) exercise or conversion of the  unexercised  or  unconverted  portion of any
Other  Securities  of the  Company  beneficially  owned  by the  Holder  and its
affiliates (including,  without limitation,  any convertible notes,  convertible
preferred  stock,  warrants or rights to receive shares of Common Stock) subject
to a limitation on conversion or exercise analogous to the limitation  contained
herein.  Except as set forth in the  preceding  sentence,  for  purposes of this
paragraph,  beneficial  ownership shall be calculated in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  The Holder may waive
the foregoing limitations by written notice to the Company upon not less than 61
days prior notice (with such waiver  taking  effect only upon the  expiration of
such 61 day notice period).

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Section 1.

(a)  Definitions.  The  following  words and terms as used in this Warrant shall
have the following meanings:

     "BUSINESS DAY" means any day except  Saturday,  Sunday and any day which is
designated in the State of New York as a legal holiday or a day on which banking
institutions are authorized or legally  required by other  government  action to
close.

     "COMMON  STOCK" means (i) the Company's  common stock,  par value $.001 per
share,  and (ii) any capital  stock into which such Common Stock shall have been
changed or any capital stock  resulting from a  reclassification  of such Common
Stock.

     "ESCROW AGENT" means Alan R. Turem,  P.C.  having an office at 4651 Roswell
Road, Suite B-105 Atlanta, Georgia 30342.

     "EXERCISE  PRICE" shall be $0.__ USD,  subject to adjustment as hereinafter
provided.

     "EXPIRATION DATE" means [Date].

     "HOLDER"  includes the Person in whose name this Warrant has been issued or
any transferee or assignee  provided that such transferee or assignee has become
a Holder in accordance with the provisions of this Warrant.

     "OTHER  SECURITIES"  means (i) those  securities,  convertible  securities,
options and  warrants of the Company  issued prior to, and  outstanding  on, the
date of issuance of this Warrant,  (ii) shares of Common Stock,  and warrants or
other  securities that are convertible into or exchangeable for shares of Common
Stock, issuable in connection with the subsequent acquisitions by the Company.

     "PERSON" means an individual, a limited liability company, a partnership, a
joint  venture,  a  corporation,  a trust,  an  unincorporated  organization,  a
government  or any  department  or  agency  thereof,  or  any  other  entity  or
organization.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "WARRANT" means this Warrant and all Warrants issued in exchange,  transfer
or replacement thereof.

     "WARRANT  SHARES"  means  the  shares  of Common  Stock  issuable  upon the
exercise of this Warrant.

                                       2
<PAGE>
(b) Other Definitional Provisions.

     (i) Except as otherwise  specified herein, all references herein (A) to the
Company  shall be deemed to  include  the  Company's  successors  and (B) to any
applicable law defined or referred to herein, shall be deemed references to such
applicable law as the same may have been or may be amended or supplemented  from
time to time.

     (ii)  When  used  in  this  Warrant,  the  words  "HEREIN,"  "HEREOF,"  and
"HEREUNDER," and words of similar import, shall refer to this Warrant as a whole
and not to any provision of this Warrant,  and the words "SECTION,"  "SCHEDULE,"
and  "EXHIBIT"  shall refer to Sections of, and  Schedules and Exhibits to, this
Warrant unless otherwise specified.

     (iii)  Whenever the context so  requires,  the neuter  gender  includes the
masculine or feminine,  and the singular  number  includes the plural,  and vice
versa.

Section 2. Exercise of Warrant.

(a)  Exercise  may be done at any  time  during  normal  business  hours  on any
Business Day on or after the opening of business on the date hereof and prior to
11:59 P.M.  Eastern Time on the Expiration  Date by delivery to the Escrow Agent
and the Company in the manner  specified  below of (i) a written  notice of such
Holder's  election to exercise  this  Warrant  which notice shall be in the form
attached as Exhibit A hereto,  (the  "EXERCISE  NOTICE"),  and shall specify the
number of  Warrant  Shares to be  purchased  and the other  information  set out
therein,  (ii) payment to the Company of an amount  equal to the Exercise  Price
multiplied  by the  number of  Warrant  Shares as to which the  Warrant is being
exercised (the "AGGREGATE  EXERCISE PRICE") in cash or by check or wire transfer
payable to the Company in immediately  available  funds, and (iii) the surrender
of this Warrant.  Provided,  that if such Warrant Shares are to be issued in any
name other than that of the  registered  Holder of this  Warrant,  such issuance
shall be deemed a transfer and the  provisions  of Section 7 shall be applicable
and the Exercise Notice shall be accompanied by such additional documentation as
may be required by that Section.  Such  Exercise  Notice,  payment,  Warrant and
other documentation required for exercise shall be delivered to the Escrow Agent
at the address  set out in Section 1 with a copy of the  Exercise  Notice  being
delivered simultaneously to the Company.

(b) In the event of any  exercise of the rights  represented  by this Warrant in
compliance  with Section 2(a), a  certificate  or  certificates  for the Warrant
Shares so  purchased,  in such  denominations  as may be requested by the Holder
hereof and  registered  in the name of, or as directed by, the Holder,  shall be
delivered at the Company's expense to, or as directed by, such Holder as soon as
practicable after such rights shall have been so exercised,  and in any event no
later than five (5) Business Days after  delivery of the Exercise  Notice to the
Escrow Agent. In the case of a dispute as to the  determination  of the Exercise
Price of a security or the  arithmetic  calculation of the Warrant  Shares,  the
Company shall  promptly issue to the Holder the number of shares of Common Stock
that is not disputed and shall submit the disputed  determinations or arithmetic
calculations  to the Holder via facsimile  within one Business Day of receipt of
the Holder's  Exercise Notice. If the Holder and the Company are unable to agree
upon the  determination  of the Exercise Price or arithmetic  calculation of the
Warrant  Shares  within one day of such  disputed  determination  or  arithmetic

                                       3
<PAGE>
calculation  being submitted to the Holder,  then the Company shall  immediately
submit via facsimile (i) the disputed  determination of the Exercise Price to an
independent,  reputable  investment banking firm or (ii) the disputed arithmetic
calculation of the Warrant Shares to its independent,  outside  accountant.  The
Company shall cause the investment  banking firm or the accountant,  as the case
may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than two (2)  Business  Days from  receipt of
the disputed  determinations or calculations.  Such investment banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

(c) Unless the rights  represented  by this Warrant  shall have expired or shall
have been fully  exercised,  the Company shall, as soon as practicable and in no
event later than five  Business  Days after any exercise and at its own expense,
issue a new Warrant  identical in all respects to the Warrant  exercised  except
(i) it  shall  represent  rights  to  purchase  the  number  of  Warrant  Shares
purchasable immediately prior to such exercise under the Warrant exercised, less
the number of Warrant  Shares with respect to which such  Warrant is  exercised,
and (ii) the Holder  thereof shall be deemed for all corporate  purposes to have
become  the Holder of record of such  Warrant  Shares  immediately  prior to the
close of business on the date on which the Warrant is surrendered and payment of
the amount due in respect of such  exercise  and any  applicable  taxes is made,
irrespective  of the date of delivery of  certificates  evidencing  such Warrant
Shares,  except that,  if the date of such  surrender and payment is a date when
the stock transfer books of the Company are properly  closed,  such Person shall
be deemed to have  become the Holder of such  Warrant  Shares at the  opening of
business on the next succeeding date on which the stock transfer books are open.

(d) No  fractional  shares of Common Stock are to be issued upon the exercise of
this  Warrant,  but  rather  the number of shares of Common  Stock  issued  upon
exercise  of this  Warrant  shall be  rounded  up or down to the  nearest  whole
number.

(e) If at any  time  from  the  date of  issuance  of this  Warrant  there is no
effective registration statement registering the resale of the Warrant Shares by
the Holder at such time,  this  Warrant  may also be  exercised  at such time by
means of a "cashless  exercise" in which the Holder shall be entitled to receive
a certificate for the number of Warrant Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:

     (A)  = the VWAP, as defined below,  on a trading day from 9:30 a.m. to 4:02
          p.m.  Eastern Time ("Trading Day")  immediately  preceding the date of
          such election;

     (B)  = the Exercise Price of this Warrant, as adjusted; and

     (X)  = the number of Warrant Shares  issuable upon exercise of this Warrant
          in  accordance  with  the  terms  of this  Warrant  by means of a cash
          exercise rather than a cashless exercise.

                                       4
<PAGE>
     "VWAP"  means,  for any  date,  the  price  determined  by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted
on Nasdaq,  Amex or the N.Y.  Stock Exchange (a "Principal  Market"),  the daily
volume weighted  average price of the Common Stock for such date (or the nearest
preceding date) on the Principal Market on which the Common Stock is then listed
or quoted as reported by Bloomberg  Financial  L.P.;  (b) if the Common Stock is
not then  listed or quoted on a  Principal  Market  and if prices for the Common
Stock are then quoted on the OTC Bulletin  Board,  the volume  weighted  average
price of the Common Stock for such date (or the nearest  preceding  date) on the
OTC  Bulletin  Board;  (c) if the Common Stock is not then listed or quoted on a
Principal  Market and if prices for the Common  Stock are then  reported  in the
"Pink Sheets"  published by the National  Quotation  Bureau  Incorporated  (or a
similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so  reported;  or (d) in
all other cases,  the fair market value of a share of Common Stock as determined
by a  nationally  recognized-independent  appraiser  selected  in good  faith by
shareholders  holding a  majority  of the  principal  amount of shares of Common
Stock of the Company then outstanding.

Section 3.  Covenants as to Common  Stock;  Certain  Registrations.  The Company
hereby covenants and agrees as follows:

(a) This Warrant is, and any Common Stock Warrants issued in substitution for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

(b) All  Warrant  Shares  which may be issued  upon the  exercise  of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

(c) During the period within which the rights represented by this Warrant may be
exercised,  the Company will at all times have  authorized and reserved at least
100% of the number of shares of Common  Stock needed to provide for the exercise
of the rights then  represented by this Warrant and the par value of said shares
will at all times be less than or equal to the applicable Exercise Price.

(d)  The  Company  will  not,  by  amendment  of  its  charter  or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities,  or any other voluntary  action,  avoid or seek to avoid the
observance or  performance of any of the terms to be observed or performed by it
hereunder, but will at all times in good faith assist in the carrying out of all
the  provisions  of  this  Warrant.  Without  limiting  the  generality  of  the
foregoing,  the  Company  (i) will not  increase  the par value of any shares of
Common Stock  receivable  upon the  exercise of this Warrant  above the Exercise
Price then in effect, and (ii) will take all such actions as may be necessary or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Warrant.

                                       5
<PAGE>
(e) This Warrant will be binding  upon any entity  succeeding  to the Company by
merger,  consolidation  or  acquisition  of  all  or  substantially  all  of the
Company's assets.

Section 4. Taxes.  The Company shall pay any and all issue or transfer  taxes or
other incidental  expenses (but not including any income or capital taxes) which
may be payable with respect to the issuance and delivery of Warrant  Shares upon
exercise of this Warrant.

Section  5.  Warrant  Holder  Deemed  Not a Stock  Holder.  Except as  otherwise
specifically  provided  herein,  no Holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the Holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the Holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the Holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such Holder to purchase any  securities or as a  stockholder  of the Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the Holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

Section  6.  Representations  of  Holder.  The  Holder of this  Warrant,  by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment and not with a view to, or for sale in
connection with, any distribution hereof or of any of the shares of Common Stock
or other securities issuable upon the exercise thereof, and not with any present
intention of  distributing  any of the same. The Holder of this Warrant  further
represents,  by  acceptance  hereof,  that,  as of this date,  such Holder is an
accredited  investor  as such term is defined  in Rule  501(a) of  Regulation  D
promulgated by the Securities and Exchange  Commission  under the Securities Act
(an "ACCREDITED INVESTOR").  Upon exercise of this Warrant, the Holder shall, if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Warrant Shares so purchased are being acquired solely for the
Holder's own account and not as a nominee for any other party,  for  investment,
and not with a view  toward  distribution  or resale  other than  pursuant to an
effective  registration  statement or an exemption  under the Securities Act and
that such Holder is an Accredited  Investor.  Notwithstanding the foregoing,  by
making the representations herein, the Holder does not agree to hold the Warrant
or the Warrant  Shares for any minimum or other  specified term and reserves the
right to dispose of the Warrant and the Warrant Shares at any time in accordance
with  or  pursuant  to a  registration  statement  or  an  exemption  under  the
Securities  Act. If such Holder  cannot make such  representations  because they
would be factually incorrect,  it shall be a condition to such Holder's exercise
of the  Warrant  that the  Company  receive  such other  representations  as the
Company considers  reasonably  necessary to assure the Company that the issuance
of its  securities  upon  exercise of the  Warrant  shall not violate any United
States or state securities laws.

                                       6
<PAGE>
Section 7. Ownership and Transfer.

(a) The Company shall maintain at its principal executive offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  Holder
hereof), a register for this Warrant, in which the Company shall record the name
and address of the Person in whose name this Warrant has been issued, as well as
the name and  address of each  transferee.  The  Company may treat the Person in
whose name any  Warrant is  registered  on the  register as the owner and Holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all
events  recognizing  any  transfers  made in  accordance  with the terms of this
Warrant.

(b) The Holder of this Warrant understands that this Warrant has not been and is
not expected to be,  registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold,  assigned or transferred unless (a)
subsequently  registered thereunder,  or (b) such Holder shall have delivered to
the Company an opinion of counsel,  reasonably  satisfactory in form,  scope and
substance to the Company, to the effect that the securities to be sold, assigned
or transferred  may be sold,  assigned or  transferred  pursuant to an exemption
from such  registration;  provided that (i) any sale of such  securities made in
reliance on Rule 144  promulgated  under the  Securities Act may be made only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  securities  under  circumstances  in which the
seller  (or the  Person  through  whom the sale is made)  may be deemed to be an
underwriter  (as  that  term is  defined  in the  Securities  Act)  may  require
compliance  with some other  exemption under the Securities Act or the rules and
regulations  of the  Securities  and Exchange  Commission  thereunder;  and (ii)
except as provided below,  neither the Company nor any other Person is under any
obligation to register the Common Stock Warrants under the Securities Act or any
state  securities  laws or to  comply  with  the  terms  and  conditions  of any
exemption thereunder except as may be expressly set out herein.

(c) Subject to compliance with any applicable securities laws and the conditions
set  forth in  Section 7 hereof,  this  Warrant  and all  rights  hereunder  are
transferable,  in  whole or in  part,  upon  surrender  of this  Warrant  at the
principal  office of the Company,  together  with a written  assignment  of this
Warrant  substantially in the form attached hereto as Exhibit B duly executed by
the Holder or its agent or attorney  and funds  sufficient  to pay any  transfer
taxes  payable upon the making of such  transfer.  Upon such  surrender  and, if
required,  such payment,  the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or  assignees  and in the  denomination  or
denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled.  A Warrant,  if properly assigned,
may be  exercised  by a new Holder for the  purchase of Warrant  Shares  without
having a new Warrant issued.

(d)  This  Warrant  may  be  divided  or  combined  with  other   Warrants  upon
presentation  hereof at the  aforesaid  office of the Company,  together  with a
written notice  specifying the names and denominations in which new Warrants are
to be  issued,  signed  by the  Holder  or its  agent or  attorney.  Subject  to
compliance  with  Section 7, as to any  transfer  which may be  involved in such

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<PAGE>
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

(e) The Company shall prepare,  issue and deliver at its own expense (other than
transfer taxes) the new Warrant or Warrants under this Section 7.

(f) The Company  agrees to  maintain,  at its  aforesaid  office,  books for the
registration and the registration of transfers of the Warrants.

(g) If, at the time of the  surrender  of this  Warrant in  connection  with any
transfer of this  Warrant,  the transfer of this Warrant shall not be registered
pursuant to an effective  registration  statement  under the  Securities Act and
under applicable state securities or blue sky laws, the Company may require,  as
a condition of allowing  such transfer (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form,  substance and scope  customary for opinions of
counsel in comparable transactions) to the effect that such transfer may be made
without  registration  under  the  Securities  Act and  under  applicable  state
securities or blue sky laws,  and/or (ii) that the Holder or transferee  execute
and deliver to the Company an investment letter in form and substance acceptable
to the Company and/or (iii) that the  transferee be an "accredited  investor" as
defined in Rule 501(a)(1),  (a)(2),  (a)(3), (a)(7), or (a)(8) promulgated under
the Securities Act or a qualified institutional buyer as defined in Rule 144A(a)
under the Securities Act.

Section 8.  Adjustment  of  Exercise  Price and  Number of  Shares.  In order to
prevent  dilution of the rights  granted under this Warrant,  the Exercise Price
and the number of shares of Common Stock  issuable upon exercise of this Warrant
shall be adjusted from time to time as follows:

(a)  Adjustment of Exercise  Price upon  Subdivision  or  Combination  of Common
Stock.  If the Company at any time after the date of  issuance  of this  Warrant
subdivides (by any stock split, stock dividend,  recapitalization  or otherwise)
one or more  classes of its  outstanding  shares of Common  Stock into a greater
number  of  shares,  the  Exercise  Price in  effect  immediately  prior to such
subdivision will be  proportionately  reduced and the number of shares of Common
Stock  obtainable  upon  exercise  of  this  Warrant  will  be   proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding  shares of Common Stock into a smaller number of shares,  the
Exercise  Price  in  effect  immediately  prior  to  such  combination  will  be
proportionately  increased  and the number of shares of Common Stock  obtainable
upon exercise of this Warrant will be proportionately decreased.

(b)  Reorganization,  Reclassification,   Consolidation,  Merger  or  Sale.  Any
recapitalization,  reorganization,  reclassification,  merger,  sale  of  all or
substantially  all of the  Company's  assets to another  Person  (as  defined in
Section 1(a)) or other  transaction which is effected in such a way that Holders
of Common  Stock are  entitled to receive  (either  directly or upon  subsequent

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<PAGE>
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock  is  referred  to  herein  as  "ORGANIC   CHANGE."  Prior  to  the
consummation of any Organic Change, the Company will make appropriate  provision
to ensure that each of the Holders of the Common Stock Warrants will  thereafter
have the right to acquire and receive in lieu of or addition to (as the case may
be) the shares of Common Stock immediately theretofore acquirable and receivable
upon the exercise of such Holder's Common Stock Warrants,  such shares of stock,
securities  or assets as may be issued or payable  in the  Organic  Change  with
respect to or in exchange for the number of shares of Common  Stock  immediately
theretofore  acquirable and receivable upon the exercise of such Holder's Common
Stock  Warrants had such  Organic  Change not taken place  (without  taking into
account any  limitations  or  restrictions  on exercise).  In any such case, the
Company will make appropriate provision with respect to such Holders' rights and
interests to insure that the  provisions  of this Section 8 will  thereafter  be
applicable  to the Common  Stock  Warrants  (including,  in the case of any such
consolidation, merger or sale in which the successor entity or purchasing entity
is other than the Company, an immediate  adjustment of the Exercise Price to the
value for the Common Stock reflected by the terms of such consolidation,  merger
or sale,  and a  corresponding  immediate  adjustment in the number of shares of
Common  Stock  acquirable  and  receivable  upon  exercise  of the Common  Stock
Warrants,  if the value so reflected  is less than the Exercise  Price in effect
immediately  prior to such  consolidation,  merger  or  sale).  The terms of any
documents  evidencing  an Organic  Change  shall  include  such terms as to give
effect to the tenor of this  provision and  evidencing the obligation to deliver
to each Holder of Common  Stock  Warrants  such shares of stock,  securities  or
assets as, in  accordance  with the  foregoing  provisions,  such  Holder may be
entitled to acquire.

(c)  Distribution  of  Assets.   If  the  Company  shall  declare  or  make  any
distribution  of its assets (or rights to acquire its  assets) to the  Company's
stockholders as a partial liquidating  dividend,  by way or return of capital or
otherwise (including any dividend or distribution to the Company's  stockholders
of  cash or  shares  (or  rights  to  acquire  shares)  of  capital  stock  of a
subsidiary) (a "DISTRIBUTION"),  at any time after the issuance of this Warrant,
then the Holder of this Warrant  shall be entitled upon exercise of this Warrant
for the  purchase of any or all of the shares of Common  Stock  subject  hereto,
after the record date for  determining  shareholders  entitled  to receive  such
Distribution,  to receive the amount of such assets (or rights) which would have
been  payable to the Holder had such  Holder  been the Holder of such  shares of
Common Stock on the record date for  determination  of stockholders  entitled to
such Distribution.

(d) Notices.

     (i) Immediately upon any adjustment of the Exercise Price, the Company will
give written  notice  thereof to the Holder of this  Warrant,  setting  forth in
reasonable detail and certifying the calculation of such adjustment.

     (ii) The Company  will give  written  notice to the Holder of this  Warrant
prior to the date on which the  Company  closes  its books or takes a record (A)
with respect to any dividend or  distribution  upon the Common  Stock,  (B) with

                                       9
<PAGE>
respect to any pro rata subscription offer to Holders of Common Stock or (C) for
determining  rights to vote with respect to any Organic  Change,  dissolution or
liquidation  and in no event shall such notice be provided to such Holder  prior
to such information being made known to the public.

     (iii)  The  Company  will also give  written  notice to the  Holder of this
Warrant  prior  to  the  date  on  which  any  Organic  Change,  dissolution  or
liquidation  will take place and in no event  shall such  notice be  provided to
such Holder prior to such information being made known to the public.

Section 9. Lost,  Stolen,  Mutilated  or Destroyed  Warrant.  If this Warrant is
lost,  stolen,  mutilated  or  destroyed,  the Company  shall,  on receipt of an
indemnification undertaking,  issue a new Warrant of like denomination and tenor
as the Warrant so lost, stolen, mutilated or destroyed.

Section 10.  Notice.  Any  notices,  consents,  waivers or other  communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be  deemed  to have  been  delivered  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party);  or (iii) upon receipt,  when delivered by a
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

If to the Company:
                   Topaz Resources, Inc.
                   1012 North Masch Branch Rd.
                   Denton, Tx  76207-2057
                   Telephone: 940-243-7744
                   Telefax: 940-243-8643

If to the Holder of this Warrant:

Each party shall provide five days' prior  written  notice to the other party of
any change in address or facsimile number.

Section 11. Miscellaneous.

(a) No Voting Rights;  Limitation of Liability - Prior to exercise, this Warrant
will  not  entitle  the  Holder  to any  voting  rights  or  other  rights  as a
stockholder of the Company.  No provision  hereof, in the absence of affirmative
action by the Holder to exercise this Warrant,  and no enumeration herein of the
rights or  privileges  of the Holder,  shall give rise to any  liability  of the
Holder for the  purchase  price of the Warrant  Shares  pursuant to the exercise
hereof.

                                       10
<PAGE>
(b) Waiver and  Modification  This  Warrant  and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party or  Holder  hereof  against  which  enforcement  of such  change,  waiver,
discharge or termination is sought.

(c)  Headings - The headings in this  Warrant are for  convenience  of reference
only and shall not limit or otherwise affect the meaning hereof.

(d)  Governing  Law - THIS  WARRANT  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEVADA.  The Holder hereby submits to
the  jurisdiction  of the State of Nevada and agrees that  service of all writs,
process and  summonses  in any such suit,  action or  proceeding  brought in the
United States against the Company may be made upon the Escrow Agent and shall be
governed by and interpreted under the laws of the State of Nevada without regard
to principles of conflicts of law thereof.

IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed by its
officer thereunto duly authorized as of the date first indicated above.

TOPAZ RESOURCES, INC.


By: /s/ Edward J. Munden
    -----------------------------------
Name: Edward J. Munden
Title: President & CEO


By: /s/ Robert P. Lindsay
    -----------------------------------
Name: Robert P. Lindsay
Title: COO

                                       11
<PAGE>
EXHIBIT A

                                 EXERCISE NOTICE

To: Topaz Resources, Inc.

     (1)The undersigned hereby elects to purchase ________ Warrant Shares of the
Company  pursuant to the terms of the  attached  Warrant  (only if  exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check applicable box):

          [ ] in lawful money of the United States; or

          [ ] the cancellation of such number of Warrant Shares as is necessary,
          in  accordance  with the  formula  set forth in  subsection  2(e),  to
          exercise  this Warrant  with respect to the maximum  number of Warrant
          Shares  purchasable  pursuant to the cashless  exercise  procedure set
          forth in subsection 2(e).

     (3) Please issue a certificate or  certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

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


The Warrant Shares shall be delivered to the following:

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

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

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

     (4) Accredited  Investor.  The  undersigned is an "accredited  investor" as
defined in Regulation D under the Securities Act of 1933, as amended.

                                        [PURCHASER]


                                        By:
                                            ------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------
                                        Dated:
                                              ----------------------------------

                                       12
<PAGE>
EXHIBIT B

                                 ASSIGNMENT FORM

                    (To assign the foregoing Warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the Warrant.)

     FOR VALUE RECEIVED,  the foregoing Warrant for the purchase of ____________
Warrant Shares of Common stock of Topaz Resources, Inc. and all rights evidenced
thereby are hereby assigned to

                                             whose address is
-------------------------------------------

-------------------------------------------------------------.

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

A new  Warrant  for the  balance of the  Warrant  Shares not  assigned  is to be
reissued to the Holder.

               Dated:
                       --------------
               Holder's Signature:
                                   ----------------------------------
               Holder's Address:
                                   ----------------------------------

Signature Guaranteed or Notarized:
                                   ----------------------------------

NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.

                                       13
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