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                                                                  EXHIBIT 10.14
                                                                      CTS - W-1


                              WARRANT TO PURCHASE

                                 COMMON STOCK

                                      OF

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

     This is to certify that                     (the "Holder") is entitled, 
subject to the terms and conditions hereinafter set forth, to purchase        
(       ) shares of Common Stock, par value $      per share (the "Common 
Shares"), of                        , a Wyoming corporation (the "Company"), 
from the Company at the price per share and on the terms set forth herein and 
to receive a certificate for the Common Shares so purchased on presentation 
and surrender to the Company with the subscription form attached, duly 
executed and accompanied by payment of the purchase price of each share 
purchased either in cash or by certified or bank cashier's check or other 
check payable to the order of the Company.

EXERCISE

     The purchase rights represented by this Warrant are exercisable at a 
price per Common Share of $   at any time on or prior to                
subject to adjustment as hereinafter provided.

     The purchase rights represented by this Warrant are exercisable at the 
option of the registered owner hereof in whole or in part, from time to time, 
within the period specified; provided, however, that such purchase rights 
shall not be exercisable with respect to a fraction of a Common Share. In 
case of the purchase of less than all the Common Shares purchasable under 
this Warrant, the Company shall cancel this Warrant on surrender hereof and 
shall execute and deliver a new Warrant of like tenor and date for the 
balance of the shares purchasable hereunder.

     The Company agrees at all times to take appropriate action to reserve or 
hold available a sufficient number of Common Shares to cover the number of 
shares issuable on exercise of this and all other Warrants of like tenor then 
outstanding. The Company agrees to obtain any authorization required from its 
shareholders in order to amend its Articles of Incorporation to increase the 
authorized capitalization to permit the exercise of this Warrant and other 
Warrants of like tenor.

REDEMPTION OF WARRANT

     Commencing                      , the Company shall have the right on 20 
days' prior written notice to redeem, at a price of $    per underlying 
Common Share, all of the Warrants included in the


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Company's private offering of Units of its securities of which this Warrant 
is a part, provided the closing price of the Company's Common Stock has 
exceeded $     per share for 10 consecutive trading days concluding within 
any 20 consecutive trading day period immediately prior to date the Company 
has provided notice of such redemption, and provided further that the Company 
has in effect a current registration statement covering the resale of the 
Common Shares and this Warrant under the Securities Act of 1933 in order to 
permit the sale of the Common Shares and this Warrant.

NO VOTING RIGHTS

     This Warrant shall not entitle the holder hereof to any voting rights or 
other rights as a shareholder of the Company, or to any other rights whatever 
except the rights herein expressed, and no dividends shall be payable or 
accrue in respect of this Warrant or the interest represented hereby or the 
Common Shares purchasable hereunder until or unless, and except to the extent 
that, this Warrant shall be exercised.

ADJUSTMENTS

     The number of shares of Common Stock purchasable upon exercise of this 
Warrant and the Purchase Price shall be subject to adjustments from time to 
time as follows:

     If the Company shall at any time prior to the expiration of this Warrant 
subdivide its Common Stock, by forward or reverse stock split or otherwise, 
combine its Common Stock or issue additional shares of its Common Stock as a 
dividend with respect to any shares of its Common Stock, the number of Common 
Shares issuable upon exercise of this Warrant shall forthwith be 
proportionately increased or decreased. Appropriate adjustments shall also be 
made to the purchase price, but the aggregate purchase price payable for the 
total number of Common Shares purchasable under this Warrant (as adjusted) 
shall remain the same. Any adjustment under this paragraph shall become 
effective at the close of business on the date the subdivision or combination 
becomes effective or as of the record date of such dividend, or in the event 
that no record date is fixed, upon the making of such dividend.

     In the event of any reclassification, capital reorganization or other 
change in the Common Stock of the Company or in the event of any sale of all 
or substantially all of the Company's assets or any merger, consolidation or 
restructuring to which the Company is a party in which the Company's 
stockholders before the transaction or series of transactions hold less than 
50% of the voting power of the surviving entity immediately after the 
transaction or series of transactions (other than as a result of a 
subdivision, combination or stock dividend provided for above or any 
transaction described in the Company's Confidential Private Term Sheet 
relating to the

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private offering of Units of its securities of which this Warrant is a part), 
lawful provision shall be made, and duly executed documents evidencing the 
same shall be made and shall be delivered to the Holder in substitution for 
the Holder's rights under this Warrant, so that the Holder shall have the 
right at any time and from time to time prior to the expiration of this 
Warrant to purchase at a total price equal to that payable upon exercise of 
this Warrant immediately prior to such event, the kind and amount of shares 
of stock or other securities or property receivable in connection with such 
reclassification, reorganization or change by a Holder of same number of 
shares of Common Stock as were purchasable by the Holder immediately prior to 
such reclassification, reorganization or change. In any such case, 
appropriate provisions shall be made with respect to the rights and interest 
of the Holder so that the provisions hereof shall hereafter be applicable 
with respect to any shares of stock or other securities or property 
deliverable upon exercise hereof, and appropriate adjustment shall be made to 
the purchase price per Common Share payable hereunder, provided the aggregate 
purchase price shall remain the same.

     Upon any adjustments of the number of Common Shares issuable upon 
exercise of this Warrant or the purchase price pursuant to this paragraph, 
the Company within thirty (30) days thereafter shall cause to be prepared a 
certificate of the Chief Financial or Accounting Officer of the Company 
setting forth the number of Common Shares issuable upon exercise of this 
Warrant and the purchase price after such adjustments, and setting forth in 
reasonable detail the method of calculation used and cause a copy of such 
certificate to be mailed to the Holder of the Warrant.

     In the event of dissolution or liquidation of the Company in which the 
Company is not a surviving corporation, this Warrant shall terminate, but the 
registered owner of this Warrant shall have the right, immediately prior to 
such dissolution, liquidation, merger or combination, to exercise this 
Warrant in whole or in part to the extent that it shall not have been 
exercised.

     The foregoing adjustments and the manner of application of the foregoing 
provisions may provide for the elimination of fractional share interests.

REGISTRATION RIGHTS

     The Company has previously advised the Holder in the aforementioned 
Confidential Private Term Sheet that it intends to prepare and file under the 
Securities Act of 1933 (the "Act") a Registration Statement not later than 
sixty (60) days following completion of the offering of the Units of which 
this Warrant is part and has agreed to register the resale of the Common 
Shares underlying the Holder's Warrants (the "Covered Shares") and this 
Warrant in such Registration Statement. The Company shall bear all of the 
costs of such registration that are normally borne by issuers.

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     In connection with such Registration Statement filed pursuant to the 
preceding paragraph, the Company shall prepare and promptly file with the 
Securities and Exchange Commission (the "Commission") all amendments, 
post-effective amendments and supplements to any such Registration Statement 
as may be necessary under the Act and the regulations of the Commission to 
permit the sale of the Covered Shares and the Warrant to the public, except 
that the Company shall not be required to maintain a current Registration for 
any period in excess of the term of this Warrant. The registration rights 
provided to the Holder shall be limited to the filing of one Registration 
Statement only and upon fulfillment of the terms hereof, the Company shall 
have no obligation to register for resale under the Act the Holder's Common 
Shares or this Warrant in any subsequent Registration Statements prepared by 
the Company.

     The rights and obligations of the Holder pursuant to this paragraph may 
be exercised only by the Holder, transferees and assigns thereof.

INDEMNIFICATION

     When pursuant hereto a Registration Statement registering the resale of 
the Common Shares or this Warrant is filed under the Act, amended or 
supplemented, the Company will indemnify and hold harmless each Holder of the 
Common Shares and the Warrant covered by such Registration Statement, 
amendment or supplement and each person, if any, who controls (within the 
meaning of the Act) the Holder, and each underwriter (within the meaning of 
the Act) of such securities and each person, if any, who controls) within the 
meaning of the Act) any such underwriter, against any losses, claims, damages 
or liabilities, joint or several, to which the Holder, any such controlling 
person or any such underwriter may become subject, under the Act or 
otherwise, insofar as such losses, claims, damages or liabilities, or actions 
in respect thereof, arise out of or are based upon any untrue statement or 
alleged untrue statement of any material fact contained in any such 
Registration Statement or any preliminary prospectus or final prospectus 
constituting a part thereof or any amendment or supplement thereto, or 
arising out of or are based upon the omission or the alleged omission to 
state therein a material fact required to be stated therein or necessary to 
make the statements therein not misleading, and will reimburse the Holder or 
such controlling person or underwriter in connection with investigating or 
defending any such loss, claim, damage, liability or action; provided, 
however, that the Company will not be liable in any such case to the extent 
that any such loss, claim, damage or liability arises out of or is based upon 
an untrue statement or alleged untrue statement or omission or alleged 
omission made in said Registration Statement, said preliminary prospectus, 
said final prospectus or said amendment or supplement in reliance upon and in 
conformity with written information furnished by such Holder or any other 
Holder for use in the preparation thereof.


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     The Holder will indemnify and hold harmless the Company, each of its 
directors, each of its officers who have signed said registration statement 
and such amendments and supplements thereto, and each person, if any, who 
controls the Company (within the meaning of the Act) against any losses, 
claims, damages or liabilities, joint or several, to which the Company or any 
such director, officer or controlling person may become subject, under the 
Act or otherwise, insofar as such losses, claims, damages or liabilities, or 
actions in respect thereof, arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in said Registration 
Statement, said preliminary prospectus, said final prospectus, or said 
amendment or supplement, or arise out of or are based upon the omission or 
the alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, in each 
case to the extent, but only to the extent, that such loss, claim, damage or 
liability arises out of or is based upon an untrue statement or alleged 
untrue statement or omission or alleged omission made in said Registration 
Statement, said preliminary prospectus, said final prospectus or said 
amendment or supplement in reliance upon and in conformity with written 
information furnished by such Holder for use in the preparation thereof; and 
will reimburse the Company or any such director, officer or controlling 
person for any legal or other expenses reasonably incurred by them in 
connection with investigating or defending any such loss, claim, damage, 
liability or action.

     Promptly after receipt by an indemnified party under this paragraph of 
notice of the commencement of any action, such indemnified party will, if a 
claim in respect thereof is to be made against any indemnifying party, give 
the indemnifying party notice of the commencement thereof, but the omission 
so to notify the indemnifying party will not relieve it from any liability 
which it may have to any indemnified party otherwise than under this 
paragraph.

     In case any such action is brought against any indemnified party, and it 
notifies an indemnifying party of the commencement thereof, the indemnifying 
party will be entitled to participate in and, to the extent that it may wish, 
jointly with any other indemnifying party similarly notified, to assume the 
defense thereof, with counsel reasonably satisfactory to such indemnified 
party (however, in the event of disagreement as to the selection of counsel, 
the indemnified party shall have the right to select such counsel), and after 
notice from the indemnifying party to such indemnified party of its election 
so to assume the defense thereof, the indemnifying party will not be liable 
to such indemnified party under this paragraph for any legal or other 
expenses subsequently incurred by such indemnified party in connection with 
the defense thereof other than reasonable costs of investigation. Any 
settlement of such action shall require the indemnifying party's consent, 
which shall not be unreasonably withheld.


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MISCELLANEOUS

     The Company shall not be required to issue or deliver any certificate 
for Common Shares purchased on exercise of this Warrant or any portion 
thereof prior to fulfillment of all the following conditions:

          (a)  The completion of any registration or other qualification of 
such shares under any federal or state law or under the rulings or 
regulations of the Securities and Exchange Commission or any other government 
regulatory body which is necessary;

          (b)  The obtaining of any approval or other clearance from any 
federal or state government agency which is necessary;

          (c)  The obtaining from the registered owner of the Warrant a 
representation in writing that the owner is acquiring such Common Shares for 
the owner's own account for investment and not with a view to, or for sale in 
connection with, the distribution of any part thereof, if the Warrants and 
the related shares have not been registered under the Act; and

          (d)  The placing on the certificate of an appropriate legend and 
the issuance of stop transfer instructions in connection therewith if this 
Warrant and the related, Common Shares have not been registered under the Act 
to the following effect:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
     REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE AND 
     HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO 
     SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER 
     NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF 
     INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR 
     HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO OFFER, SALE, 
     TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR 
     WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO THIS 
     CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE TRANSFERS OF 
     THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS."
     
     The Company may make any changes or corrections in this Warrant (i) that 
it shall deem appropriate to cure any ambiguity or to correct any defective 
or inconsistent provision or manifest mistake or error herein contained; or 
(ii) that it may deem necessary or desirable and which shall not adversely 
affect the interests of the Holder; provided, however, that this Warrant 
shall not otherwise be modified, supplemented or altered in any respect 
except with the consent in writing of the Holders representing not less than 
50% of the Warrants then outstanding; and provided,


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further, that no charge in the number or nature of the securities purchasable 
upon the exercise of any Warrant, or any increase in the purchase price 
therefor, or any shortening of the Warrant exercise period shall be made 
without the consent in writing of the Holders representing such Warrant, 
other than such changes as are specifically prescribed by this Warrant as 
originally executed.

     The terms and provisions of this Warrant shall inure to the benefit of, 
and be binding upon, the Company and its successors and assigns.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed 
by the signature of its duly authorized officer.

                                       GEOGRAPHICS, INC.


                                       By:
                                          --------------------------------
                                          President

Dated:
      ----------------------------





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