EXHIBIT 4.1

NEITHER  THIS  WARRANT  NOR  THE  SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR  ANY  OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER  THIS  WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED,  TRANSFERRED,  ENCUMBERED  OR  OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGULATION  S  OF  THE SECURITIES ACT, AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE  SECURITIES  ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
THE  PROVISIONS  OF  THE  SECURITIES  ACT,  SUPPORTED  IN  EACH CASE (OTHER THAN
PURSUANT  TO  A  REGISTRATION  STATEMENT)  BY  AN  OPINION  OF  COUNSEL.

STOCK PURCHASE WARRANT

To  Purchase______  Shares  of  Common  Stock  of

WESTERN  GOLDFIELDS,  INC.

     THIS  CERTIFIES  that,  for  value  received,  _____________________  (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth, at any time on or after the date hereof (the "Initial Exercise Date")
and  on  or prior to the close of business on the date ending two (2) years from
the  Initial  Exercise  Date  (the  "Termination  Date"), but not thereafter, to
subscribe  for  and  purchase  from  Western  Goldfields,  Inc.,  a  corporation
incorporated  in  Idaho (the "Company"), _________ shares (the "Warrant Shares")
of  Common  Stock, $0.01 par value, of the Company (the "Common Stock"). The per
share purchase price of the Warrant Shares (the "Exercise Price") shall be $1.00

     Capitalized  terms  used  and  not  otherwise defined herein shall have the
meanings  set  forth  for such terms in the Subscription Agreement dated October
__,  2003, between the Company and the Investors thereto. The Exercise Price and
the  number  of  shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein. In the event of any conflict between the terms of
this  Warrant  and  the Subscription Agreement, the Subscription Agreement shall
control.

     1.     Title  to  Warrant.  Prior  to  the  Termination Date and subject to
compliance  with  applicable  laws,  this  Warrant  and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder  hereof  in person or by duly authorized attorney, upon surrender of this
Warrant  together  with  the  Assignment  Form annexed hereto properly endorsed.


<PAGE>
     2.      Authorization  of  Shares. The Company covenants that all shares of
Common Stock which may be issued upon the exercise of rights represented by this
Warrant  will,  upon exercise of the rights represented by this Warrant, be duly
authorized,  validly  issued,  fully  paid  and  nonassessable and free from all
taxes,  liens  and  charges in respect of the issue thereof (other than taxes in
respect  of  any  transfer  occurring  contemporaneously  with  such  issue).

     3.     Exercise  of  Warrant.  Except  as  provided  in  Section  4 herein,
exercise  of  the purchase rights represented by this Warrant may be made at any
time  or  times  on  or after the Initial Exercise Date, and before the close of
business on the Termination Date by the surrender of this Warrant and the Notice
of  Exercise Form annexed hereto duly executed, at the office of the Company (or
such  other  office  or  agency  of the Company as it may designate by notice in
writing  to the registered Holder hereof at the address of such Holder appearing
on  the  books  of  the  Company)  and upon payment of the Exercise Price of the
shares  thereby  purchased by wire transfer or cashier's check drawn on a United
States  bank,  the  Holder  of  this  Warrant  shall  be  entitled  to receive a
certificate  for the number of shares of Common Stock so purchased. This Warrant
may  also  be exercised in whole or in part by means of a "cashless exercise" by
tendering  this  Warrant  to the Company to receive a number of shares of Common
Stock  equal  in  Market Value to the difference between the Market Value of the
shares of Common Stock issuable upon such exercise of this Warrant and the total
cash  exercise price of that part of the Warrant being exercised. "Market Value"
for  this  purpose shall be the closing price of the Common Stock as reported by
Bloomberg  L.P.  on  the date of such cashless exercise. Certificates for shares
purchased  hereunder  shall  be  delivered to the Holder hereof within three (3)
Trading  Days  after the date on which this Warrant shall have been exercised as
aforesaid.  This  Warrant  shall  be  deemed  to  have  been  exercised and such
certificate  or certificates shall be deemed to have been issued, and the Holder
or  any  other  person so designated to be named therein shall be deemed to have
become  a  the  Holder of record of such shares for all purposes, as of the date
the  Warrant  has been exercised by payment to the Company of the Exercise Price
and  all  taxes required to be paid by the Holder, if any, pursuant to Section 5
prior to the issuance of such shares, have been paid. If this Warrant shall have
been  exercised  in  part,  the  Company  shall,  at the time of delivery of the
certificate  or  certificates  representing  the  Warrant Shares, deliver to the
Holder  a  new  Warrant  evidencing  the  rights  of  the Holder to purchase the
unpurchased shares of Common Stock called for by this Warrant, which new Warrant
shall  in  all  other  respects  be  identical  with  this  Warrant.

     4.     No  Fractional  Shares  or  Scrip.  No  fractional  shares  or scrip
representing  fractional  shares  shall  be  issued  upon  the  exercise of this
Warrant.  As  to  any  fraction  of  a share which the Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in  respect  of  such  final  fraction in an amount equal to the Exercise Price.

     5.     Charges,  Taxes and Expenses. Issuance of certificates for shares of
Common  Stock  upon the exercise of this Warrant shall be made without charge to


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<PAGE>
the  Holder  hereof for any issue or transfer tax or other incidental expense in
respect  of  the  issuance  of such certificate, all of which taxes and expenses
shall  be paid by the Company, and such certificates shall be issued in the name
of the Holder of this Warrant or in such name or names as may be directed by the
Holder  of  this  Warrant; provided, however, that in the event certificates for
shares  of  Common  Stock  are to be issued in a name other than the name of the
Holder  of  this  Warrant,  this  Warrant when surrendered for exercise shall be
accompanied  by  the Assignment Form attached hereto duly executed by the Holder
hereof;  and  the  Company may require, as a condition thereto, the payment of a
sum  sufficient  to  reimburse  it  for  any  transfer  tax  incidental thereto.

     6.     Further  Assurances.  The  Company  will take all action that may be
necessary or appropriate in order that the Company may validly and legally issue
fully  paid  and  nonassessable  shares of stock, free from all taxes, liens and
charges with respect to the issue thereof, on the exercise of all or any portion
of  this  Warrant  from  time  to  time  outstanding.

     7.     Transfer,  Division  and  Combination.

          (a)     Subject  to  compliance  with  any applicable securities laws,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered  on  the books of the Company to be maintained for such purpose, 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
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 shares
of  Common  Stock  without  having  a  new  Warrant  issued.

          (b)     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(a), as to any transfer which may be involved in such
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.

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

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


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<PAGE>
     8.     No  Rights  as  Stockholder  until  Exercise.  This Warrant does not
entitle  the Holder hereof to any voting rights or other rights as a stockholder
of  the Company prior to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall  be  and be deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

     9.     Loss,  Theft,  Destruction  or  Mutilation  of  Warrant. The Company
covenants  that  upon receipt by the Company of evidence reasonably satisfactory
to  it of the loss, theft, destruction or mutilation of this Warrant certificate
or  any  stock  certificate relating to the Warrant Shares, and in case of loss,
theft  or  destruction,  of indemnity or security reasonably satisfactory to it,
and  upon  surrender  and  cancellation of such Warrant or stock certificate, if
mutilated,  the Company will make and deliver a new Warrant or stock certificate
of  like  tenor  and  dated  as of such cancellation, in lieu of such Warrant or
stock  certificate.

     10.     Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking  of  any  action  or the expiration of any right required or granted
herein  shall  be a Saturday, Sunday or a legal holiday, then such action may be
taken  or such right may be exercised on the next succeeding day not a Saturday,
Sunday  or  legal  holiday.

     11.     Adjustments  of  Exercise  Price  and  Number  of  Warrant  Shares.

          (a)     Stock  Splits,  etc.  The  number  and  kind  of  securities
purchasable  upon the exercise of this Warrant and payment of the Exercise Price
shall  be  subject  to adjustment from time to time upon the happening of any of
the  following. In case the Company shall (i) pay a dividend in shares of Common
Stock  or  make  a  distribution in shares of Common Stock to the Holders of its
outstanding  Common Stock, (ii) subdivide its outstanding shares of Common Stock
into  a  greater number of shares of Common Stock, (iii) combine its outstanding
shares  of  Common Stock into a smaller number of shares of Common Stock or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then  the  number  of  Warrant  Shares purchasable upon exercise of this Warrant
immediately  prior  thereto shall be adjusted so that the Holder of this Warrant
shall  be  entitled  to  receive  the kind and number of Warrant Shares or other
securities  of  the  Company  which he would have owned or have been entitled to
receive  had  such  Warrant  been  exercised  in advance thereof. Upon each such
adjustment  of  the kind and number of Warrant Shares or other securities of the
Company  which  are  purchasable  hereunder,  the  Holder  of this Warrant shall
thereafter  be  entitled  to  purchase  the  number  of  Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant  hereto immediately prior to such adjustment and dividing by the number
of  Warrant  Shares  or  other  securities  of  the  Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after  the  effective  date of such event retroactive to the record
date,  if  any,  for  such  event.


                                        4
<PAGE>
          (b)     Reorganization,  Reclassification,  Merger,  Consolidation  or
Disposition  of  Assets.  In  case  the  Company  shall  reorganize its capital,
reclassify  its  capital  stock,  consolidate  or  merge  with  or  into another
corporation  (where  the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets  or  business  to  another corporation and, pursuant to the terms of such
reorganization,  reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares  of stock or other securities or property of any nature whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in  lieu  of  common  stock  of  the  successor or acquiring corporation ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise  of this Warrant, the number of shares of common stock of the successor
or  acquiring corporation or of the Company, if it is the surviving corporation,
and  Other  Property  receivable  upon  or  as  a result of such reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number  of  shares  of  Common  Stock for which this Warrant is exercisable
immediately  prior  to  such  event.  In  case  of  any  such  reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or  acquiring  corporation (if other than the Company) shall expressly assume in
writing  or  by operation of law the due and punctual observance and performance
of  each  and  every  covenant and condition of this Warrant to be performed and
observed  by  the  Company  and  all  the obligations and liabilities hereunder,
subject  to  such  modifications  as may be deemed appropriate (as determined in
good  faith  by resolution of the Board of Directors of the Company) in order to
provide  for  adjustments  of  shares  of Common Stock for which this Warrant is
exercisable  which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments  provided  for  in this Section 11. For purposes of this Section 11,
"common  stock of the successor or acquiring corporation" shall include stock of
such  corporation  of any class which is not preferred as to dividends or assets
over  any  other  class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or  other  securities  which  are  convertible into or exchangeable for any such
stock,  either  immediately  or  upon  the  arrival  of  a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or  purchase  any  such stock. The foregoing provisions of this Section 11 shall
similarly  apply  to  successive  reorganizations,  reclassifications,  mergers,
consolidations  or  disposition  of  assets.

          (c)     Rights  of  Holders  Upon  Dilutive  Issuances. Subject to the
exclusions  contained  in  subsection  11(d)  below,  for 12 months from Initial
Exercise  Date, if the Company sells any shares of its Common Stock in a capital
raising  transaction  at  a  per  share selling price lower than $0.80, then the
Exercise  Price of the Warrants then unexercised shall be adjusted downward on a
customary  weighted  average  basis with respect to such lower per share selling
price.  The  Company  shall  give to the Holders written notice of any such sale
within  24  hours  of  the  closing  of  any  such  sale.

          (d)     Exclusions.  Anything  herein to the contrary notwithstanding,
the


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<PAGE>
Company  shall  not  be required to make any adjustment of the Exercise Price in
the case of (i) the issuance or sale of options, or the shares of stock issuable
upon  exercise of such options, to purchase shares of Common Stock to directors,
officers,  employees  or consultants of the Company pursuant to stock options or
stock  purchase  plans  or  agreements  in existence on the date hereof, whether
"qualified"  for tax purposes or not, pursuant to plans or arrangements approved
by  the  Board  of  Directors or stockholders, (ii) the issuance of Common Stock
pursuant  to  warrants  outstanding as of the date hereof, (iii) the issuance of
Common  Stock  concurrently  with  this offering, or (iv) the issuance of common
stock  and warrants to Newmont to purchase Mesquite mine. The issuances or sales
described in the preceding clauses (i) through (v) shall be ignored for purposes
of  calculating  any  adjustment  to  the  Exercise  Price.

          (e)     Nominal  Adjustment. The Company shall not be required to make
an  adjustment in the Exercise Price under this Section 11 if such adjustment is
less  that $0.01. However, the Company shall be required to carry forward on its
books  all  adjustments that would have been made but for this Section 11(e) and
shall take such adjustment into account when making subsequent adjustments under
this  Section  11.  All  calculations under this Section 11 shall be made to the
nearest  cent.

     12.     Voluntary  Adjustment  by  the Company. The Company may at any time
during  the  term of this Warrant, reduce the then current Exercise Price to any
amount  and  for any period of time deemed appropriate by the Board of Directors
of  the  Company.

     13.     Notice  of  Adjustment.  Whenever  the  number of Warrant Shares or
number  or kind of securities or other property purchasable upon the exercise of
this  Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall  promptly  mail by registered or certified mail, return receipt requested,
to  the  Holder of this Warrant notice of such adjustment or adjustments setting
forth  the  number  of  Warrant Shares (and Other Property) purchasable upon the
exercise  of  this  Warrant  and  the Exercise Price of such Warrant Shares (and
Other  Property)  after  such adjustment, setting forth a brief statement of the
facts  requiring such adjustment and setting forth the computation by which such
adjustment  was  made.  Such  notice, in the absence of manifest error, shall be
conclusive  evidence  of  the  correctness  of  such  adjustment.

     14.     Notice  of  Corporate  Action.  If  at  any  time:

          (a)     the  Company  shall take a record of the holders of its Common
Stock  for  the  purpose  of  entitling  them  to  receive  a  dividend or other
distribution,  or  any  right  to subscribe for or purchase any evidences of its
indebtedness,  any  shares  of  stock  of  any  class or any other securities or
property,  or  to  receive  any  other  right;  or

          (b)     there  shall be any capital reorganization of the Company, any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or  merger  of  the  Company with, or any sale, transfer or other
disposition  of all or substantially all the property, assets or business of the
Company to, another corporation (excluding any transaction referred with respect
to  this  offering);  or


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<PAGE>
          (c)     there  shall  be  a  voluntary  or  involuntary  dissolution,
liquidation  or  winding  up  of  the  Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at  least  10 days prior written notice of the date on which a record date shall
be  selected  for such dividend, distribution or right or for determining rights
to  vote  in  respect  of  any  such  reorganization,  reclassification, merger,
consolidation,  sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days'  prior  written  notice  of  the date when the same shall take place. Such
notice  in  accordance with the foregoing clause also shall specify (x) the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution  or  right,  the date on which the holders of Common Stock shall be
entitled  to  any  such  dividend,  distribution  or  right,  and the amount and
character  thereof,  and  (y)  the  date  on  which  any  such  reorganization,
reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
dissolution,  liquidation  or  winding  up is to take place and the time, if any
such  time  is  to  be  fixed,  as of which the holders of Common Stock shall be
entitled  to  exchange  their  shares  of  Common  Stock for securities or Other
Property  deliverable upon such disposition, dissolution, liquidation or winding
up.  Each  such  written  notice shall be sufficiently given if addressed to the
Holder  at  the last address of the Holder appearing on the books of the Company
and  delivered  in  accordance  with  Section  16(d).

     15.     Authorized  Shares.

          (a)     The  Company  covenants  that during the period the Warrant is
outstanding,  it  will  reserve  from its authorized and unissued Common Stock a
sufficient  number  of  shares to provide for the issuance of the Warrant Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants  that  its issuance of this Warrant shall constitute full authority to
its  officers  who  are charged with the duty of executing stock certificates to
execute  and  issue  the  necessary certificates for the Warrant Shares upon the
exercise  of  the  purchase rights under this Warrant. The Company will take all
such  reasonable  action  as may be necessary to assure that such Warrant Shares
may  be  issued  as  provided  herein without violation of any applicable law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock  may  be  listed.

          (b)     The  Company  shall  not  by  any  action,  including, without
limitation,  amending  its  certificate  of  incorporation  or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale  of securities or any other voluntary action, that resulting in avoiding or
seeking  to  avoid  the  observance  or  performance of any of the terms of this
Warrant,  but  will at all times in good faith assist in the carrying out of all
such  terms  and  in  the  taking  of  all  such  actions as may be necessary or
appropriate  to  protect  the  rights  of the Holder against impairment. Without
limiting  the generality of the foregoing, the Company will (i) not increase the
par  value  of  any  shares of Common Stock receivable upon the exercise of this
Warrant  above  the amount payable therefor upon such exercise immediately prior
to  such increase in par


                                        7
<PAGE>
value,  (ii)  take  all  such action 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, and (iii) use its best
efforts  to  obtain  all  such  authorizations,  exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the  Company  to  perform  its  obligations  under  this  Warrant.

          (c)     Upon  the  request of the Holder, the Company will at any time
during  the  period  this Warrant is outstanding acknowledge in writing, in form
reasonably  satisfactory  to the Holder, the continuing validity of this Warrant
and  the  obligations  of  the  Company  hereunder.

          (d)     Before  taking  any  action  which  would  cause an adjustment
reducing  the  current  Exercise  Price below the then par value, if any, of the
shares of Common Stock issuable upon exercise of the Warrants, the Company shall
take  any  corporate action which may be necessary in order that the Company may
validly  and  legally  issue fully paid and non-assessable shares of such Common
Stock  at  such  adjusted  Exercise  Price.

          (e)     Before  taking  any action which would result in an adjustment
in the number of shares of Common Stock for which this Warrant is exercisable or
in  the  Exercise  Price,  the  Company  shall obtain all such authorizations or
exemptions  thereof,  or  consents  thereto, as may be necessary from any public
regulatory  body  or  bodies  having  jurisdiction  thereof.

     16.     Miscellaneous.

          (a)     Jurisdiction.  This  Warrant  shall  be  binding  upon  any
successors  or  assigns of the Company. This Warrant shall constitute a contract
under  the  Laws of Delaware without regard to its conflict of law principles or
rules,  and  be  subject  to  arbitration pursuant to the terms set forth in the
Subscription  Agreement.

          (b)     Restrictions.  The Holder hereof acknowledges that the Warrant
Shares  acquired upon the exercise of this Warrant, if not registered, will have
restrictions  upon  resale  imposed  by  state  and  federal  securities  laws.

          (c)     Nonwaiver  and  Expenses. No course of dealing or any delay or
failure  to exercise any right hereunder on the part of the Holder shall operate
as  a waiver of such right or otherwise prejudice the Holder's rights, powers or
remedies,  notwithstanding  all  rights  hereunder  terminate on the Termination
Date.  If  the  Company  fails to comply with any provision of this Warrant, the
Company shall pay to the Holder such amounts as shall be sufficient to cover any
costs  and  expenses  including, but not limited to, reasonable attorneys' fees,
including  those  of appellate proceedings, incurred by the Holder in collecting
any  amounts  due  pursuant  hereto or in otherwise enforcing any of its rights,
powers  or  remedies  hereunder.


                                        8
<PAGE>
          (d)     Notices.  Any  notice,  request  or other document required or
permitted  to be given or delivered to the Holder hereof by the Company shall be
delivered  in  accordance  with  the  notice  provisions  of  the  Subscription
Agreement.

          (e)     Limitation  of  Liability. No provision hereof, in the absence
of  affirmative  action by the Holder to purchase shares of Common Stock, and no
enumeration  herein of the rights or privileges of the Holder hereof, shall give
rise  to  any liability of the Holder for the purchase price of any Common Stock
or  as  a  stockholder of the Company, whether such liability is asserted by the
Company  or  by  creditors  of  the  Company.

          (f)     Remedies.  The  Holder,  in  addition  to  being  entitled  to
exercise  all  rights  granted  by  law,  including recovery of damages, will be
entitled  to  specific performance of its rights under this Warrant. The Company
agrees  that  monetary  damages  would not be adequate compensation for any loss
incurred  by  reason  of  a  breach  by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy  at  law  would  be  adequate.

          (g)     Successors and Assigns. Subject to applicable securities laws,
this  Warrant and the rights and obligations evidenced hereby shall inure to the
benefit  of and be binding upon the successors of the Company and the successors
and permitted assigns of the Holder. The provisions of this Warrant are intended
to be for the benefit of all holders from time to time of this Warrant and shall
be  enforceable  by  any  such  Holder  or  holder  of  Warrant  Shares.

          (h)     Indemnification.  The  Company  agrees  to  indemnify and hold
harmless  the  Holder  from  and  against  any liabilities, obligations, losses,
damages,  penalties,  actions,  judgments,  suits,  claims,  costs,  reasonable
attorneys'  fees,  expenses  and  disbursements of any kind which may be imposed
upon,  incurred  by  or asserted against the Holder in any manner relating to or
arising  out of any failure by the Company to perform or observe in any material
respect  any of its covenants, agreements, undertakings or obligations set forth
in  this  Warrant;  provided,  however,  that  the  Company  will  not be liable
hereunder  to  the  extent  that  any liabilities, obligations, losses, damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
or disbursements are found in a final non-appealable judgment by a court to have
resulted  from the Holder's bad faith or willful misconduct in its capacity as a
stockholder  or warrantholder of the Company. Notwithstanding the foregoing, the
Company shall not be obligated to indemnify or hold harmless any Investor to the
extent  liability  therefor  exceeds  the  then  current  Exercise  Price of the
Warrants  times  the  number  of  Warrants  then  held  by  the  Holder.

          (i)     Amendment.  This  Warrant  may  be  modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

          (j)     Severability.  Wherever  possible,  each  provision  of  this
Warrant  shall  be interpreted in such manner as to be effective and valid under
applicable  law,  but


                                        9
<PAGE>
if  any  provision  of  this  Warrant  shall  be  prohibited by or invalid under
applicable  law,  such  provision  shall  be  ineffective  to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or  the  remaining  provisions  of  this  Warrant.

          (k)     Headings.  The  headings  used  in  this  Warrant  are for the
convenience  of  reference only and shall not, for any purpose, be deemed a part
of  this  Warrant.

[THE  NEXT  PAGE  IS  THE  SIGNATURE  PAGE.]


                                       10
<PAGE>
     IN  WITNESS  WHEREOF, the Company has caused this Stock Purchase Warrant to
be  executed  by  its  officer  thereunto  duly  authorized.

Dated:  October  ___,  2003

                                   WESTERN  GOLDFIELDS,  INC.


                                   By: ______________________
                                   Name:_____________________
                                   Title:____________________


                                       11
<PAGE>
NOTICE  OF  EXERCISE


To:     [Transfer  Agent]

          (1)     The  undersigned  hereby elects to purchase ________ shares of
Common  Stock  (the "Common Stock"), of Western Goldfields, Inc. (the "Company")
pursuant  to  the  terms  of  the attached Warrant, and (check one:) [ ] tenders
herewith  payment  of  the exercise price in full OR [ ] tenders the Warrant for
cashless  exercise,  together  with  all  applicable  transfer  taxes,  if  any.

          (2)     Calculation  of  cashless  exercise  value,  if  applicable:


          (3)     The  undersigned  hereby  restates  and confirms the continued
accuracy  of  the  investment  representations  made  by  the  Investors  in the
Subscription  Agreement  by  and between the Company and the Investors signatory
thereto,  as  applicable  to  the  undersigned  on  the  date  hereof.

          (4)     Please  issue  a certificate or certificates representing said
shares  of  Common Stock in the name of the undersigned or in such other name as
is  specified  below:


                    __________________________________
                    (Name)

                    __________________________________
                    (Address)

                    __________________________________


Dated:     ,  _____


                              Signature


<PAGE>
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 and all rights evidenced
thereby  are  hereby  assigned  to

_______________________________________________  whose  address  is
________________________________________________________________________________
________________________________________________________________________________

                                              Dated:  ______________,___________

                            Holder's  Signature:________________________________

                            Holder's  Address:__________________________________
                                              __________________________________

Signature  Guaranteed:__________________________________________________________

Any  assignee  receiving this Warrant in a non-public resale transaction must be
an accredited investor as that term is defined under the Securities act of 1933,
as  amended,  and  the  rules  and  regulations  promulgated  thereunder.

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  an  fiduciary  or other representative
capacity  should  file  proper  evidence  of  authority  to assign the foregoing
Warrant.


<PAGE>