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                                                                     Exhibit 4.2


THE REPRESENTATIVE'S WARRANTS EVIDENCED AND REPRESENTED BY THIS CERTIFICATE (THE
"REPRESENTATIVE'S WARRANTS") AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
(THE "WARRANT SHARES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. HOWEVER, NEITHER THE REPRESENTATIVE'S WARRANTS NOR SUCH
WARRANT SHARES MAY BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT
PURSUANT TO (I) A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT, (II)
A SEPARATE REGISTRATION STATEMENT UNDER SUCH ACT, OR (III) AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND UNDER THE APPLICABLE BLUE SKY LAWS.

THIS REPRESENTATIVE'S WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS
OTHERWISE PROVIDED HEREIN AND THE HOLDER OF THIS REPRESENTATIVE'S WARRANT, BY
ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
REPRESENTATIVE'S WARRANT EXCEPT AS OTHERWISE PROVIDED HEREIN.


                               GLACIER CORPORATION

            Representative's Warrant for the Purchase of Common Stock

No. UW-001  300,000 Representative's Warrants

         THIS CERTIFIES that, for receipt in hand of $10 and other value
received, SCHNEIDER SECURITIES, INC. (the "Holder"), is entitled to subscribe
for and purchase from Glacier Corporation, a Colorado corporation (the
"Company"), upon the terms and conditions set forth herein, at any time, or from
time to time, from ______________, 2002, and before 5:00 p.m. Mountain time on
____________, 2006 (the "Exercise Period"), 300,000 shares of Common Stock (the
"Warrant Shares"), at a price of $____ per Warrant Share (the "Exercise Price"),
or 120% of the offering price of Common Stock sold by the Company in a public
offering (the "Public Offering") at or prior to the date hereof.

         The term the "Holder" as used herein shall include any transferee to
whom this Representative's Warrant has been transferred in accordance with the
above. As used herein the term "this Representative's Warrant" shall mean and
include this Representative's Warrant and any Representative's Warrant or
Representative's Warrants hereafter issued as a consequence of the exercise or
transfer of this Representative's Warrant in whole or in part, and the term
"Common Stock" shall mean and include the Company's Common Stock with ordinary
voting power, which class at the date hereof is publicly traded.

         1. This Representative's Warrant may not be sold, transferred,
assigned, pledged or hypothecated until _________, 2002 (12 months from the
Effective Date of the Registration Statement on which it is initially
registered) except that it may be transferred, in whole or in part, (i) to one
or more officers or partners of the Holder (or the officers or partners of any
such partner);

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(ii) to a member of the underwriting syndicate and/or its officers or partners;
or (iii) by operation of law. After _____________, 2002, this Representative's
Warrant may be sold, transferred, assigned or hypothecated in accordance with
applicable law.

         2. a. This Representative's Warrant may be exercised during the
Exercise Period as to the whole or any lesser number of Warrant Shares, by the
surrender of this Representative's Warrant (with the election attached hereto
duly executed) to the Company at its office at 1050 Seventeenth Street, Suite
195, Denver, Colorado 80265, or such other place as is designated in writing by
the Company, together with a certified or bank cashier's check payable to the
order of the Company in an amount equal to the Exercise Price multiplied by the
number of Warrant Shares for which this Representative's Warrant is being
exercised.

         b. Upon written request of the Holder, and in lieu of payment for the
Warrant Shares by check in accordance with paragraph 2(a) hereof, the Holder may
exercise the Representative's Warrant (or any portion thereof) for and receive
the number of Warrant Shares equal to a fraction, the numerator of which equals
(i) the amount by which the Current Market Price of the Common Stock for the ten
(10) trading days preceding the date of exercise exceeds the Exercise Price per
Share, multiplied by (ii) the number of Warrant Shares to be purchased; the
denominator of which equals the Current Market Price.

         c. For the purposes of any computation under this Representative's
Warrant, the "Current Market Price" at any date shall be the closing price of
the Common Stock on the business day next preceding the event requiring an
adjustment hereunder. If the principal trading market for such securities is an
exchange, the closing price shall be the reported last sale price on such
exchange on such day provided if trading of such Common Stock is listed on any
consolidated tape, the closing price shall be the reported last sale price set
forth on such consolidated tape. If the principal trading market for such
securities is the over-the-counter market, the closing price shall be the last
reported sale price on such date as set forth by The Nasdaq Stock Market, Inc.,
or, if the security is not quoted on such market, the average of the closing bid
and asked prices as set forth in the National Quotation Bureau pink sheets or
the Electronic Bulletin Board System for such day. Notwithstanding the
foregoing, if there is no reported last sale price or average closing bid and
asked prices, as the case may be, on a date prior to the event requiring an
adjustment hereunder, then the current market price shall be determined as of
the latest date prior to


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such day for which such last sale price or average closing bid and asked prices
are available.

         3. Upon each exercise of this Representative's Warrant, the Holder
shall be deemed to be the holder of record of the Warrant Shares issuable upon
such exercise, notwithstanding that the transfer books of the Company shall then
be closed or certificates representing such Warrant Shares shall not then have
been actually delivered to the Holder. As soon as practicable after each such
exercise of this Representative's Warrant, the Company shall issue and deliver
to the Holder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Representative's Warrant should be exercised in part only, the Company shall,
upon surrender of this Representative's Warrant for cancellation, execute and
deliver a new Representative's Warrant evidencing the right of the Holder to
purchase the balance of the Warrant Shares (or portions thereof) subject to
purchase hereunder.

         4. The Representative's Warrants shall be registered in a
Representative's Warrant Register as they are issued. The Company shall be
entitled to treat the registered holder of any Representative's Warrant on the
Representative's Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Representative's Warrant on the part of any other person. The
Representative's Warrants shall be transferable only on the books of the Company
upon delivery thereof duly endorsed by the Holder or by its duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment or authority to transfer. In all cases of transfer by an attorney,
executor, administrator, guardian or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Representative's
Warrant or Representative's Warrants to the person entitled thereto. The
Representative's Warrants may be exchanged, at the option of the Holder thereof,
for another Representative's Warrant, or other Representative's Warrants of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of Warrant Shares (or portions thereof) upon
surrender to the Company or its duly authorized agent. Notwithstanding the
foregoing, the Company shall have no obligation to cause the Representative's
Warrants to be transferred on its books to any person if, in the opinion of
counsel to the Company, such transfer does not comply with the provisions of the
Securities Act of 1933, as amended (the "Act"), or applicable state blue sky
laws and the rules and regulations thereunder.

         5. The Company shall at all times reserve and keep available out of its
authorized and


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unissued Common Stock, solely for the purpose of providing for the exercise of
this Representative's Warrant, such number of shares of Common Stock as shall,
from time to time, be sufficient therefor. The Company covenants that all
Warrant Shares issuable upon exercise of this Representative's Warrant shall be
validly issued, fully paid, nonassessable, and free of preemptive rights.

         6.       a. If the Company shall at any time subdivide its outstanding
         Common Stock by recapitalization, reclassification or split-up thereof,
         the number of Warrant Shares subject to this Representative's Warrant
         immediately prior to such subdivision shall be proportionately
         increased, and if the Company shall at any time combine the outstanding
         Common Stock by recapitalization, reclassification or combination
         thereof, the number of Warrant Shares subject to this Representative's
         Warrant immediately prior to such combination shall be proportionately
         decreased. Any corresponding adjustment to the Exercise Price shall
         become effective at the close of business on the record date for such
         subdivision or combination.

                  b. If the Company after the date hereof shall distribute to
         the holders of its Common Stock any securities or other assets (other
         than a distribution of Common Stock or a cash distribution made as a
         dividend payable out of earnings or out of any earned surplus legally
         available for dividends under the laws of the jurisdiction of
         incorporation of the Company), the Board of Directors shall be required
         to make such equitable adjustment in the Exercise Price in effect
         immediately prior to the record date of such distribution as may be
         necessary to preserve the rights substantially proportionate to those
         enjoyed hereunder by the Holder immediately prior to such distribution.
         Any such adjustment made in good faith by the Board of Directors shall
         be final and binding upon the Holder and shall become effective as of
         the record date for such distribution.

                  c. No adjustment in the number of Warrant Shares subject to
         this Representative's Warrant shall be required unless such adjustment
         would require an increase or decrease in such number of Warrant Shares
         of at least 1% of the then adjusted number of Warrant Shares issuable
         upon exercise of this Representative's Warrant, provided, however, that
         any adjustments which by reason of the foregoing are not required at
         the time to be made shall be carried forward and taken into account and
         included in determining the amount of any subsequent adjustment; and
         provided further, however, that in case the Company shall at any time
         subdivide or combine the outstanding Common


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         Stock or issue any additional Common Stock as a dividend, said
         percentage shall forthwith be proportionately increased in the case of
         a combination or decreased in the case of a subdivision or dividend of
         Common Stock so as to appropriately reflect the same. If the Company
         shall make a record of the holders of its Common Stock for the purpose
         of entitling them to receive any dividend or distribution and legally
         abandon its plan to pay or deliver such dividend or distribution then
         no adjustment in the number of Warrant Shares subject to this
         Representative's Warrant shall be required by reason of the making of
         such record.

                  d. Whenever the number of Warrant Shares purchasable upon the
         exercise of this Representative's Warrant is adjusted as provided
         herein, the Exercise Price shall be adjusted (to the nearest one tenth
         of a cent) by respectively multiplying such Exercise Price immediately
         prior to such adjustment by a fraction, the numerator of which shall be
         the number of Warrant Shares purchasable upon the exercise of this
         Representative's Warrant immediately prior to such adjustment, and the
         denominator of which shall be the number of Warrant Shares purchasable
         immediately thereafter.

                  e. In case of any reclassification of the outstanding Common
         Stock (other than a change covered by (a) hereof or which solely
         affects the par value of such Common Stock) or in the case of any
         merger or consolidation of the Company with or into another corporation
         (other than a consolidation or merger in which the Company is the
         continuing corporation and which does not result in any
         reclassification or capital reorganization of the outstanding Common
         Stock), or in the case of any sale or conveyance to another corporation
         of the property of the Company as an entirety or substantially as an
         entirety in connection with which the Company is dissolved, the Holder
         of this Representative's Warrant shall have the right thereafter (until
         the expiration of the right of exercise of this Representative's
         Warrant) to receive upon the exercise hereof, for the same aggregate
         Exercise Price payable hereunder immediately prior to such event, the
         kind and amount of shares of stock or other securities or property
         receivable upon such reclassification, capital reorganization, merger
         or consolidation, or upon the dissolution following any sale or other
         transfer, by a holder of the number of Warrant Shares obtainable upon
         the exercise of this Representative's Warrant immediately prior to such
         event; and if any reclassification also results in a change in Common
         Stock covered by (a) above, then such adjustment shall be made pursuant
         to both this paragraph (e) and paragraph (a). The provisions of this


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         paragraph (e) shall similarly apply to successive re-classifications,
         or capital reorganizations, mergers or consolidations, sales or other
         transfers.

                  If the Company after the date hereof shall issue or agree to
         issue Common Stock, options or convertible securities, other than as
         described herein, and such issuance or agreement would in the opinion
         of the Board of Directors of the Company materially affect the rights
         of the Holders of the Representative's Warrants, the Exercise Price and
         the number of Warrant Shares purchasable upon exercise of the
         Representative's Warrants shall be adjusted in such matter, if any, and
         at such time as the Board of Directors of the Company, in good faith,
         may determine to be equitable in the circumstances. The minutes or
         unanimous consent approving such action shall set forth the Board of
         Director's determination as to whether an adjustment is warranted and
         the manner of such adjustment. In the absence of such determination,
         any Holder may request in writing that the Board of Directors make such
         determination. Any such determination made in good faith by the Board
         of Directors shall be final and binding upon the Holders. If the Board
         fails, however, to make such determination within sixty (60) days after
         such request, such failure shall be deemed a determination that an
         adjustment is required.

                  f. i. Upon occurrence of each event requiring an adjustment of
                  the Exercise Price and of the number of Warrant Shares
                  purchasable upon exercise of this Representative's Warrant in
                  accordance with, and as required by, the terms hereof, the
                  Company shall forthwith employ a firm of certified public
                  accountants (who may be the regular accountants for the
                  Company) who shall compute the adjusted Exercise Price and the
                  adjusted number of Warrant Shares purchasable at such adjusted
                  Exercise Price by reason of such event in accordance herewith.
                  The Company shall give to each Holder of the Representative's
                  Warrants a copy of such computation which shall be conclusive
                  and shall be binding upon such Holders unless contested by
                  Holders by written notice to the Company within thirty (30)
                  days after receipt thereof.

                      ii. In case the Company after the date hereof shall
                  propose (A) to pay any dividend payable in stock to the
                  holders of its Common Stock or to make any other distribution
                  (other than cash dividends) to the holders of its Common Stock
                  or to grant rights to subscribe to or purchase any additional
                  shares of any class or any other rights or options to holders
                  of its Common Stock, (B) to effect any


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                  reclassification involving merely the subdivision or
                  combination of outstanding Common Stock, or (C) any capital
                  reorganization or any consolidation or merger, or any sale,
                  transfer or other disposition of its property, assets and
                  business substantially as an entirety, or the liquidation,
                  dissolution or winding up of the Company, then in each such
                  case, the Company shall obtain the computation described above
                  and if an adjustment to the Exercise Price is required, the
                  Company shall notify the Holders of the Representative's
                  Warrants of such proposed action, which shall specify the
                  record date for any such action or if no record date is
                  established with respect thereto, the date on which such
                  action shall occur or commence, or the date of participation
                  therein by the holders of Common Stock if any such date is to
                  be fixed, and shall also set forth such facts with respect
                  thereto as shall be reasonably necessary to indicate the
                  effect of such action on the Exercise Price and the number, or
                  kind, or class of shares or other securities or property
                  obtainable upon exercise of this Representative's Warrant
                  after giving effect to any adjustment which will be required
                  as a result of such action. Such notice shall be given at
                  least twenty (20) days prior to the record date for
                  determining holders of the Common Stock for purposes of any
                  such action, and in the case of any action for which a record
                  date is not established then such notice shall be mailed at
                  least twenty (20) days prior to the taking of such proposed
                  action.

                           iii. Failure to file any certificate or notice or to
                  give any notice, or any defect in any certificate or notice,
                  shall not effect the legality or validity of the adjustment in
                  the Exercise Price or in the number, or kind, or class of
                  shares or other securities or property obtainable upon
                  exercise of the Representative's Warrants or of any
                  transaction giving rise thereto.

                  g. The Company shall not be required to issue fractional
         Warrant Shares upon any exercise of the Representative's Warrants. As
         to any final fraction of a Share which the Holder of a Representative's
         Warrant 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 same fraction of the market price of a share
         of such stock on the business day preceding the day of exercise. The
         Holder of a Representative's Warrant, by his acceptance of a
         Representative's Warrant, expressly waives any right to receive any
         fractional Warrant Shares.


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                  h. Regardless of any adjustments pursuant to this section in
         the Exercise Price or in the number, or kind, or class of shares or
         other securities or other property obtainable upon exercise of a
         Representative's Warrant, a Representative's Warrant may continue to
         express the Exercise Price and the number of Warrant Shares obtainable
         upon exercise at the same price and number of Warrant Shares as are
         stated herein.

                  i. The number of Warrant Shares, the Exercise Price and all
         other terms and provisions of the Company's agreement with the Holder
         of this Representative's Warrant shall be determined exclusively
         pursuant to the provisions hereof.

                  j. The above provisions of this section 6 shall similarly
         apply to successive transactions which require adjustments.

                  k. Notwithstanding any other language to the contrary herein,
         (i) the anti-dilution terms of this Representative's Warrant will not
         be enforced so as to provide the Holder the right to receive, or for
         the accrual of, cash dividends prior to the exercise of this
         Representative's Warrant, and (ii) the anti-dilution terms of this
         Representative's Warrant will not be enforced in such a manner as to
         provide the Holder with disproportionate rights, privileges and
         economic benefits not provided to purchasers of the Common Stock in the
         Public Offering.

         7. The issuance of any Warrant Shares or other securities upon the
exercise of this Representative's Warrant and the delivery of certificates or
other instruments representing such securities, or other securities, shall be
made without charge to the Holder for any tax or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

         8.      a. If, at any time after _______________, 2001 (the Effective
         Date of the Registration Statement), and ending ____________, 2008
         (seven years after the Effective Date of the Registration Statement),
         the Company shall file a registration statement (other than on Form
         S-4, Form S-8, or any successor form) with the Securities and Exchange
         Commission (the "Commission") while Warrant Shares are available for
         purchase upon exercise of this Representative's Warrant or while any
         Warrant Shares (collectively, the


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         Representative's Warrants and the underlying Warrant Shares, the
         "Representative's Securities") are outstanding, the Company shall, on
         two occasions only, give the Holder and all the then holders of such
         Representative's Securities at least 30 days prior written notice of
         the filing of such registration statement. If requested by the Holder
         or by any such holder in writing within 20 days after receipt of any
         such notice, the Company shall, at the Company's sole expense (other
         than the fees and disbursements of counsel for the Holder or such
         holder and the underwriting discounts, if any, payable in respect of
         the securities sold by the Holder or any such holder), register or
         qualify the Warrant Shares of the Holder or any such holders who shall
         have made such request concurrently with the registration of such other
         securities, all to the extent requisite to permit the public offering
         and sale of the Warrant Shares requested to be registered, and will use
         its best efforts through its officers, directors, auditors and counsel
         to cause such registration statement to become effective as promptly as
         practicable. Notwithstanding the foregoing, if the managing underwriter
         of any such offering shall advise the Company in writing that, in its
         opinion, the distribution of all or a portion of the Warrant Shares
         requested to be included in the registration concurrently with the
         securities being registered by the Company would materially adversely
         affect the distribution of such securities by the Company for its own
         account, then the Holder or any such holder who shall have requested
         registration of his or its Warrant Shares shall delay the offering and
         sale of such Warrant Shares (or the portions thereof so designated by
         such managing underwriter) for such period, not to exceed 90 days, as
         the managing underwriter shall request, provided that no such delay
         shall be required as to any Warrant Shares if any securities of the
         Company are included in such registration statement for the account of
         any person other than the Company and the Holder unless the securities
         included in such registration statement for such other person shall
         have been reduced pro rata to the reduction of the Warrant Shares which
         were requested to be included in such registration.

                  b. If at any time after ___________, 2001 (the Effective Date
         of the Registration Statement), and before ___________, 2006 (five
         years after the Effective Date of the Registration Statement), the
         Company shall receive a written request from holders of
         Representative's Securities who, in the aggregate, own (or upon
         exercise of all Representatives Warrants will own) a majority of the
         total number of Warrant Shares, the Company shall, as promptly as
         practicable, prepare and file with the Commission a


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         registration statement sufficient to permit the public offering and
         sale of the Warrant Shares, and will use its best efforts through its
         officers, directors, auditors and counsel to cause such registration
         statement to become effective as promptly as practicable; provided,
         however, that the Company shall only be obligated to file and obtain
         effectiveness of one such registration statement for which all expenses
         incurred in connection with such registration (other than the fees and
         disbursements of counsel for the Holder or such holders and
         underwriting discounts, if any, payable in respect of the Warrant
         Shares, sold by the Holder or any such holder) shall be borne by the
         Company.

                  c. In addition to the rights above provided, the Company will
         cooperate with the then holders of the Representative=s Securities in
         preparing and signing a registration statement, on two occasions only,
         in addition to the registration statement discussed above, required in
         order to sell or transfer the Warrant Shares and will supply all
         information required therefor, but such additional registration
         statements shall be at the then holders' cost and expense unless the
         Company elects to register additional shares of the Company's Common
         Stock in which case the cost and expense of such registration statement
         will be prorated between the Company and the Holders of the Warrant
         Shares according to the aggregate sales prices of the securities being
         issued.

                  d. In the event of a registration pursuant to the provisions
         of this paragraph 8, the Company shall use its best efforts to cause
         the Warrant Shares so registered to be registered or qualified for sale
         under the securities or blue sky laws of such jurisdictions as the
         Holder or such holders may reasonably request; provided, however, that
         the Company shall not be required to qualify to do business in any
         state by reason of this paragraph 8(d) in which it is not otherwise
         required to qualify to do business and provided further, that the
         Company has no obligation to qualify the Warrant Shares where such
         qualification would cause any unreasonable delay or expenditure by the
         Company.

                  e. The Company shall keep effective any registration or
         qualification contemplated by this paragraph 8 and shall from time to
         time amend or supplement each applicable registration statement,
         preliminary prospectus, final prospectus, application, document and
         communication for such period of time as shall be required to permit
         the Holder or such holders to complete the offer and sale of the
         Warrant Shares covered thereby. The Company shall in no event be
         required to keep any such registration or qualification in effect for a
         period in excess of nine months from the date on which the


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         Holder and such holders are first free to sell such Warrant Shares;
         provided, however, that if the Company is required to keep any such
         registration or qualification in effect with respect to securities
         other than the Warrant Shares beyond such period, the Company shall
         keep such registration or qualification in effect as it relates to the
         Warrant Shares for so long as such registration or qualification
         remains or is required to remain in effect in respect of such other
         securities.

                  f. In the event of a registration pursuant to the provisions
         of this paragraph 8, the Company shall furnish to the Holder and to
         each such holder such reasonable number of copies of the registration
         statement and of each amendment and supplement thereto (in each case,
         including all exhibits), such reasonable number of copies of each
         prospectus contained in such registration statement and each supplement
         or amendment thereto (including each preliminary prospectus), all of
         which shall conform to the requirements of the Act and the rules and
         regulations thereunder, and such other documents as the Holder or such
         holders may reasonably request in order to facilitate the disposition
         of the Warrant Shares included in such registration.

                  g. In the event of a registration pursuant to the provisions
         of this paragraph 8, the Company shall furnish the Holder and each
         holder of any Warrant Shares so registered with an opinion of its
         counsel to the effect that (i) the registration statement has become
         effective under the Act and no order suspending the effectiveness of
         the registration statement, preventing or suspending the use of the
         registration statement, any preliminary prospectus, any final
         prospectus, or any amendment or supplement thereto has been issued, nor
         to such counsel's actual knowledge has the Securities and Exchange
         Commission or any securities or blue sky authority of any jurisdiction
         instituted or threatened to institute any proceedings with respect to
         such an order and (ii) the registration statement and each prospectus
         forming a part thereof (including each preliminary prospectus), and any
         amendment or supplement thereto, complies as to form with the Act and
         the rules and regulations thereunder. Such counsel shall also provide a
         Blue Sky Memorandum setting forth the jurisdictions in which the
         Warrant Shares have been registered or qualified for sale pursuant to
         the provisions of paragraph 8(c).

                  h. The Company agrees that until all the Warrant Shares have
         been sold under a registration statement or pursuant to Rule 144 under
         the Act, it shall keep current in filing all reports, statements and
         other materials required to be filed with the Commission to


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         permit holders of the Warrant Shares to sell such securities under Rule
         144.

                  i. The Holder and any holders who propose to register their
         Warrant Shares under the Act shall execute and deliver to the Company a
         selling stockholder questionnaire on a form to be provided by the
         Company.

                  j. The Company shall not be required by the terms hereof to
         file a registration statement if, in the opinion of counsel to the
         holders of the Representative's Securities and counsel for the Company
         (or, should they not agree, in the opinion of another counsel
         experienced in securities law matters acceptable to counsel for the
         holders of Representative's Securities and the Company), the proposed
         public offering or other transfer as to which such registration
         statement is requested to be filed is exempt from applicable federal
         and state securities laws, rules, regulations and would result in
         unaffiliated purchasers or transferees obtaining securities that are
         not Arestricted securities@ as that term is defined in Rule 144 under
         the Act.

         9. a. Subject to the conditions set forth below, the Company agrees to
         indemnify and hold harmless the Holder, any holder of any of the
         Representative's Securities, their officers, directors, partners,
         employees, agents and counsel, and each person, if any, who controls
         any such person within the meaning of Section 15 of the Act or Section
         20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), from and against any and all loss, liability, charge, claim,
         damage and expense whatsoever (which shall include, for all purposes of
         this Section 9, but not be limited to, attorneys' fees, expert witness
         fees, and any and all expense whatsoever incurred in investigating,
         preparing or defending against any litigation, commenced or threatened,
         or any claim whatsoever, and any and all amounts paid in settlement of
         any claim or litigation), as and when incurred, arising out of, based
         upon, or in connection with (i) any untrue statement or alleged untrue
         statement of a material fact contained (A) in any registration
         statement, preliminary prospectus or final prospectus (as from time to
         time amended and supplemented), or any amendment or supplement thereto,
         or (B) in any application or other document or communication (in this
         Section 9 collectively called an "application") executed by or on
         behalf of the Company or based upon written information furnished by or
         on behalf of the Company filed in any jurisdiction in order to register
         or qualify any of the Representative's Securities under the securities
         or blue sky laws thereof or filed with the Commission or any securities
         exchange; or any omission or alleged omission to state a material fact
         required to be stated therein or


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         necessary to make the statements therein not misleading, unless such
         statement or omission was made in reliance upon and in conformity with
         written information furnished to the Company with respect to the Holder
         or any holder of any of the Representative's Securities by or on behalf
         of such person expressly for inclusion in any registration statement,
         preliminary prospectus, or final prospectus, or any amendment or
         supplement thereto, or in any application, as the case may be, or (ii)
         any breach of any representation, warranty, covenant or agreement of
         the Company contained in this Representative's Warrant. The foregoing
         agreement to indemnify shall be in addition to any liability the
         Company may otherwise have, including liabilities arising under this
         Representative's Warrant.

                  If any action is brought against the Holder or any holder of
         any of the Representative's Securities or any of its officers,
         directors, partners, employees, agents or counsel, or any controlling
         persons of such person (an "indemnified party") in respect of which
         indemnity may be sought against the Company pursuant to the foregoing
         paragraph, such indemnified party or parties shall promptly notify the
         Company in writing of the institution of such action (but the failure
         so to notify shall not relieve the Company from any liability it may
         otherwise have to Holder or any holder of any of the Representative's
         Securities) and the Company shall promptly assume the defense of such
         action, including the employment of counsel (reasonably satisfactory to
         such indemnified party or parties) and payment of expenses. Such
         indemnified party or parties shall have the right to employ its or
         their own counsel in any such case, but the fees and expenses of such
         counsel shall be at the expense of such indemnified party or parties
         unless the employment of such counsel shall have been authorized in
         writing by the Company in connection with the defense of such action or
         the Company shall not have promptly employed counsel reasonably
         satisfactory to such indemnified party or parties to have charge of the
         defense of such action or such indemnified party or parties shall have
         reasonably concluded that there may be one or more legal defenses
         available to it or them or to other indemnified parties which are
         different from or additional to those available to the Company, in any
         of which events such fees and expenses shall be borne by the Company
         and the Company shall not have the right to direct the defense of such
         action on behalf of the indemnified party or parties. Anything in this
         paragraph to the contrary notwithstanding, the Company shall not be
         liable for any settlement of any such claim or action effected without
         its written consent.


                                       13
<PAGE>   14

                  b. The Holder and each holder agrees to indemnify and hold
         harmless the Company, each director of the Company, each officer of the
         Company who shall have signed any registration statement covering the
         Representative's Securities held by the Holder and each holder and each
         other person, if any, who controls the Company within the meaning of
         Section 15 of the Act or Section 20(a) of the Exchange Act, to the same
         extent as the foregoing indemnity from the Company to the Holder and
         each holder in paragraph 9(a), but only with respect to statements or
         omissions, if any, made in any registration statement, preliminary
         prospectus, or final prospectus (as from time to time amended and
         supplemented), or any amendment or supplement thereto, or in any
         application, in reliance upon and in conformity with written
         information furnished to the Company with respect to the Holder and
         each holder by or on behalf of the Holder and each holder expressly for
         inclusion in any such registration statement, preliminary prospectus,
         or final prospectus, or any amendment or supplement thereto, or in any
         application, as the case may be. If any action shall be brought against
         the Company or any other person so indemnified based on any such
         registration statement, preliminary prospectus, or final prospectus, or
         any amendment or supplement thereto, or in any application, and in
         respect of which indemnity may be sought against the Holder and each
         holder pursuant to this paragraph 9(b), the Holder and each holder
         shall have the rights and duties given to the Company, and the Company
         and each other person so indemnified shall have the rights and duties
         given to the indemnified parties, by the provisions of paragraph 9(a).

                  c. To provide for just and equitable contribution, if (i) an
         indemnified party makes a claim for indemnification pursuant to
         paragraph 9(a) or 9(b) (subject to the limitations thereof) but it is
         found in a final judicial determination, not subject to further appeal,
         that such indemnification may not be enforced in such case, even though
         this Agreement expressly provides for indemnification in such case, or
         (ii) any indemnified or indemnifying party seeks contribution under the
         Act, the Exchange Act or otherwise because the indemnification provided
         for in this Section 9 is for any reason held to be unenforceable by the
         Company and the Holder and any holder, then the Company (including for
         this purpose any contribution made by or on behalf of any director of
         the Company, any officer of the Company who signed any such
         registration statement and any controlling person of the Company), as
         one entity, and the Holder and any holder of any of the
         Representative's Securities included in such registration in the
         aggregate (including


                                       14
<PAGE>   15

         for this purpose any contribution by or on behalf of the Holder or any
         holder), as a second entity, shall contribute to the losses,
         liabilities, claims, damages and expenses whatsoever to which any of
         them may be subject, on the basis of relevant equitable considerations
         such as the relative fault of the Company and the Holder or any such
         holder in connection with the facts which resulted in such losses,
         liabilities, claims, damages and expenses. The relative fault, in the
         case of an untrue statement, alleged untrue statement, omission or
         alleged omission, shall be determined by, among other things, whether
         such statement, alleged statement, omission or alleged omission relates
         to information supplied by the Company, by the Holder or by any holder
         of Representative's Securities included in such registration, and the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement, alleged statement,
         omission or alleged omission. The Company and the Holder agree that it
         would be unjust and inequitable if the respective obligations of the
         Company and the Holder for contribution were determined by pro rata or
         per capita allocation of the aggregate losses, liabilities, claims,
         damages and expenses (even if the Holder and the other indemnified
         parties were treated as one entity for such purpose) or by any other
         method of allocation that does not reflect the equitable considerations
         referred to in this paragraph 9(c). No person guilty of a fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who is not guilty of
         such fraudulent misrepresentation. For purposes of this paragraph 9(c),
         each person, if any, who controls the Holder or any holder of any of
         the Representative's Securities within the meaning of Section 15 of the
         Act or Section 20(a) of the Exchange Act and each officer, director,
         partner, employee, agent and counsel of each such person, shall have
         the same rights to contribution as such person and each person, if any,
         who controls the Company within the meaning of Section 15 of the Act or
         Section 20(a) of the Exchange Act, each officer of the Company who
         shall have signed any such registration statement, and each director of
         the Company shall have the same rights to contribution as the Company,
         subject in each case to the provisions of this paragraph 9(c). Anything
         in this paragraph 9(c) to the contrary notwithstanding, no party shall
         be liable for contribution with respect to the settlement of any claim
         or action effected without its written consent. This paragraph 9(c) is
         intended to supersede any right to contribution under the Act, the
         Exchange Act or otherwise.

         10. Unless the Warrant Shares have been registered or an exemption from
such


                                       15
<PAGE>   16

registration is available, the Warrant Shares issued upon exercise of the
Representative's Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing any such Warrant Shares shall bear the
following legend:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES ("BLUE SKY")
         LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED,
         PLEDGED, OR HYPOTHECATED UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933 AND UNDER THE APPLICABLE STATE SECURITIES
         ("BLUE SKY") LAWS OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM
         REGISTRATION UNDER SUCH ACT AND LAWS IS ESTABLISHED TO THE SATISFACTION
         OF THE COMPANY, WHICH MAY NECESSITATE A WRITTEN OPINION OF SELLER'S
         COUNSEL SATISFACTORY TO COMPANY COUNSEL.

         11. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Representative's Warrant (and upon
surrender of any Representative's Warrant if mutilated), and upon reimbursement
of the Company's reasonable incidental expenses, the Company shall execute and
deliver to the Holder thereof a new Representative's Warrant of like date, tenor
and denomination.

         12. The Holder of any Representative's Warrant shall not have, solely
on account of such status, any rights of a stockholder of the Company, either at
law or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this Representative's Warrant.

         13. This Representative's Warrant shall be construed in accordance with
the laws of the State of Colorado, without giving effect to conflict of laws.


Dated: _____________, 2001

                                                GLACIER CORPORATION


                                                By:
                                 [SEAL] Joseph A. Oblas, Chief Executive Officer


                                       16
<PAGE>   17

                               FORM OF ASSIGNMENT


(To be executed by the registered holder if such holder desires to transfer the
attached Representative's Warrant.)

         FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto ________________________ Representative's Warrants to
purchase __________ shares of Common Stock of Glacier Corporation (the
"Company"), together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such Representative's Warrants on the books of the Company, with full
power of substitution.

Dated:_____________________




Signature: ______________________________________


Signature Guaranteed:



                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.


                                       17
<PAGE>   18

                              ELECTION TO EXERCISE

             (To be executed by the holder if such holder desires to
                 exercise the attached Representative's Warrant)

         The undersigned hereby exercises his or its rights to subscribe for
__________ shares of Common Stock covered by the within Representative's Warrant
(each as defined in the within Representative's Warrant) and tenders payment
herewith in the amount of $__________ in accordance with the terms thereof, and
requests that certificates for such Warrants be issued in the name of, and
delivered to:


                   (Print Name, Address and Social Security or
                           Tax Identification Number)

and, if such number of Warrants (or portions thereof) shall not be all the
Warrants covered by the within Representative's Warrant, that a new
Representative's Warrant for the balance of the Representative's Warrants (or
portions thereof) covered by the within Representative's Warrant be registered
in the name of, and delivered to, the undersigned at the address stated below.

Name:
                                     (Print)

Address:


     (Signature)

Dated:      Signature Guaranteed:


                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.


                                       18