<PAGE>

                                                                     Exhibit 4.3


                              WARRANT TO PURCHASE

                                COMMON STOCK OF

                             XCEL MANAGEMENT, INC.



                     ______________________________________



                              Dated:  May 17, 2000


______________________________________________________________________________

NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE; THEREFORE, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF, IF ANY, MAY NOT BE SOLD OR TRANSFERRED
EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE CORPORATION OF AN OPINION
OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT REGISTRATION
IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.



                                    International Fluid Dynamics/$6.00 per share
<PAGE>

                                                   Warrant to Purchase
                                                   25,000 Shares of
                                                   Common Stock, Subject to
                                                   Adjustment as herein provided


                       WARRANT TO PURCHASE COMMON STOCK

                             XCEL MANAGEMENT, INC.

                    Dated as of the 17th day of May, 2000.


     WHEREAS, the undersigned desires to acquire for investment purposes this
Warrant to Purchase Common Stock providing for the acquisition of 25,000 shares
of common stock, $0.001 par value per share (the "Common Stock"), of XCEL
Management, Inc. (the "Company"), subject to adjustment as provided herein.

     WHEREAS, there are currently outstanding 9,839,764 shares of Common Stock
of the Company;

     WHEREAS, the Company is contemplating a reorganization and recapitalization
(the "Contemplated Reorganization") whereby each holder of outstanding Common
Stock of the Company will receive two (2) shares of Common Stock in a newly
formed Delaware entity (the "Surviving Corporation") for every one (1) share of
Common Stock currently held; and

     WHEREAS, after the completion of the Contemplated Reorganization, the
shares subject to this Warrant shall represent 50,000 shares of the Surviving
Corporation.

     NOW, THEREFORE, for and in consideration of past service and of the mutual
covenants, representations, warranties and agreements contained herein, this is
to certify that:

     1.   The undersigned or his permitted and registered assigns ("Holder"), is
entitled to purchase from time to time, subject to the provisions and conditions
herein, not later than the termination of the Exercise Period of this Warrant to
Purchase Common Stock (this "Warrant") as set forth in Paragraph 4 below, an
                                                       -----------
aggregate of Twenty-Five Thousand (25,000) shares of Common Stock, at the
Exercise Price per share set forth in paragraph 2(c) herein, and upon such
                                      --------------
purchase to receive a certificate or certificates representing such shares of
Common Stock.  The number of shares of Common Stock to be received upon the
exercise of this Warrant may be adjusted from time to time as hereinafter set
forth.  This Warrant is being issued at or about the same time as other
identical Warrants (other than with respect to number of underlying shares
subject to the Warrant) to purchase, in the aggregate, up to 62,500 shares of
Common Stock of the Company (collectively, the "Warrants").  All of the Warrants
shall be pari passu as to rights set forth herein and therein.
         ----------

     2.   Defined Terms. As used in this Warrant, the following capitalized
          -------------
terms shall have

                                      -2-
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the meanings respectively assigned to them below, which meanings shall be
applicable equally to the singular and plural forms of the terms so defined.

          (a) "Business Day" shall mean any day except a Saturday, Sunday or
               ------------
     other day on which commercial banks in the State of Texas are authorized or
     required by law to close.

          (b) "Exercise Period" means the period commencing on the date of this
               ---------------
     Warrant and terminating at 5:00 p.m., Tacoma, Washington time, on the fifth
     (5/th/) anniversary following the Registration Date or, in the event that
     the fifth anniversary of the Registration Date is not a Business Day, the
     Business Day next following.

          (c)  "Exercise Price" shall mean a strike price of $6.00 per share.


          (d) "Holder" shall mean the Person(s) then registered as the owner of
               ------
     the Warrant or Warrant Securities, as the case may be, on the books and
     records of the Company.

          (e) "Person" shall mean any natural person, corporation, limited
               ------
     partnership, limited liability company, general partnership, joint venture,
     association, company, or other organization, whether or not a legal entity,
     and any government agency or political subdivision thereof.

          (f) "Warrant Securities" shall mean the shares of Common Stock (or
               ------------------
     other securities) of the Company purchasable or purchased from time to time
     under this Warrant or acquired upon any transfer of any such shares,
     together with all additional securities received in payment of dividends or
     distributions on or splits of those securities or received as a result of
     the adjustments provided for in Paragraph 6 hereof.
                                     -----------

     3.   Exercise of Warrant. Subject to and in accordance with the provisions
          -------------------
and conditions hereof, this Warrant may be exercised from time to time in whole
or in part during the term of this Warrant as set forth in Paragraph 5 hereof.
                                                           -----------

     4.   Term of Warrant. The term of this Warrant shall commence on the date
          ---------------
hereof and shall expire on the exercise in full of this Warrant by Holder or at
5:00 p.m. Tacoma, Washington time on the termination of the Exercise Period.

     5.   Manner of Exercise. Holder may exercise this Warrant in whole or in
          ------------------
part in accordance with the terms hereof by mailing or personally delivering to
the Company (i) this Warrant, (ii) a Notice of Exercise in the form of Exhibit I
                                                                       ---------
hereto duly executed by Holder and (iii) payment of the Exercise Price per
share, such payment to be in the form of cash, a certified or official bank
check made payable to the Company, or a wire transfer of funds to an account
designated by the Company, or any combination of the foregoing, together with
all federal and state excise taxes applicable upon such exercise. Upon receipt
by the Company of this Warrant, the Notice of Exercise and such payment, this
Warrant shall be deemed to have been exercised with respect to the number of
shares of Common Stock subject to such exercise and specified in the

                                      -3-
<PAGE>

Notice of Exercise, and Holder shall thereupon become the holder of record of
the shares of Common Stock issuable upon such exercise, notwithstanding the fact
that the stock transfer books of the Company may then be closed or that
certificates representing such shares of Common Stock shall not then be actually
delivered to Holder. As soon as practicable after any exercise, in whole or in
part, of the Warrant, and in any event within ten (10) Business Days thereafter,
the Company will deliver to Holder a stock certificate or certificates
representing the shares of Common Stock so purchased, with such certificate or
certificates to be in such name(s) and such denominations as Holder may specify
in the Notice of Exercise. If this Warrant is exercised for less than all of the
shares of Common Stock subject hereto, the Company shall, upon such exercise and
surrender of this Warrant for cancellation, promptly execute and deliver to
Holder a new Warrant of like tenor evidencing the right of Holder to purchase
the balance of shares of Common Stock purchasable hereunder.

     6.   Adjustment Provisions.
          ---------------------

     (a)  If the Company completes the Contemplated Reorganization, the shares
subject to this Warrant will be 50,000 shares in the Surviving Corporation and
the Exercise Price will be $3.00 per share. If the Company shall, during the
term hereof, (i) declare a dividend and make a distribution on the Common Stock
payable in shares of Common Stock, (ii) subdivide or combine its outstanding
shares of Common Stock, (iii) change the number of shares of Common Stock
issuable upon exercise of this Warrant by reclassification, exchange or
substitution, or (iv) reorganize the capital structure of the Company by merger,
reorganization, consolidation or sale of assets, then this Warrant shall, after
the happening of any such event, evidence the right to purchase the number of
shares of Common Stock or other securities that would have been received as a
result of that change with respect to the shares of Common Stock as if such
shares had been purchased under this Warrant immediately before occurrence of
such event. Such adjustment shall be made successively whenever any event listed
above shall occur. Any adjustment under this subparagraph (a) shall become
effective at the close of business on the date any such event occurs (the
"Adjustment Date") and the exercise price shall be adjusted proportionately.

          (b)  If, during the term of this Warrant, the number of shares of
Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then
the Exercise Price per share to be in effect after such Adjustment Date shall be
determined by multiplying the Exercise Price per share in effect immediately
prior to such Adjustment Date by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding at the closing of business on the
Business Day immediately  preceding such Adjustment Date and the denominator of
which shall be the number of shares of Common Stock (or the equivalent amount of
other securities) outstanding at the opening of business on the first Business
Day after the Adjustment Date.

          (c)  Notice of Adjustment.  The Company shall give notice of each
               --------------------
adjustment or readjustment of the number of shares of Common Stock or other
securities issuable upon exercise of this Warrant to Holder or of the Exercise
Price per share at the address set forth in Paragraph 17 hereof.
                                            ------------

     7.   Fractional Shares. No fractional shares or scrip representing
          -----------------
fractional shares of
                                      -4-
<PAGE>

Common Stock shall be issued in connection with the exercise of this Warrant,
but Grantor shall pay, in lieu of any fractional share, a cash payment on the
basis of the Exercise Price per share of the Common Stock to be acquired
pursuant to such exercise for such fractional share.

     8.   Registration Rights.  Holder has been granted Registration Rights with
          -------------------
respect to the shares underlying this Warrant pursuant to a Registration and
Repurchase Agreement dated May 17, 2000. In such Registration and Repurchase
Agreement, the Company has agreed to file a registration statement with the
Securities and Exchange Commission ("SEC") by July 15, 2000, to be declared
effective on or before the Registration Date.

     9.   Restrictions on Transfer. The undersigned represents and warrants
          ------------------------
that this Warrant and Warrant Securities are being purchased for his investment
account without a view towards the resale or distribution thereof in violation
of applicable securities laws. It is understood that in case of subsequent sale
of such Warrant or the Warrant Securities under certain circumstances, such sale
might be deemed to constitute a public distribution within the meaning of, and
require registration under, the provisions of the Securities Act of 1933, as
amended (the "Act").

          (a)  The undersigned acknowledges and agrees that unless and until the
     Warrant and the Warrant Securities are registered under the Act, this
     Warrant and the Warrant Securities shall be "restricted securities" for
     purposes of Rule 144 under the Act. The undersigned shall, prior to any
     transfer or disposition or attempted transfer or disposition of the Warrant
     or the Warrant Securities give written notice to the Company of his
     intention to effect such transfer or disposition and shall deliver to the
     Company an opinion of legal counsel (reasonably suitable to the Company)
     that the proposed transfer or disposition of the Warrant or the Warrant
     Securities may be effected without registration thereof under the Act and
     without taking any similar action under any other applicable securities
     laws, in which case Holder shall be entitled to transfer or dispose of the
     Warrant or the Warrant Securities, as applicable, in accordance with the
     terms of the notice delivered by the undersigned to the Company. Unless the
     Warrant Securities are registered under the Act pursuant to Paragraph 8
                                                                 -----------
     hereof, each certificate evidencing the Warrant Securities so transferred
     or disposed of (and each certificate evidencing any untransferred Warrant
     Securities) shall bear the following restrictive legend unless in the
     opinion of Company counsel such legend is not required:

          "The shares represented by this certificate have not been registered
          under the Securities Act of 1933 (the "Act") or any state securities
          laws.  These shares may not be offered for sale, sold or otherwise
          transferred except pursuant to an effective registration statement
          under the Act or pursuant to an opinion of counsel satisfactory to the
          Company stating that an exemption from such registration is available
          for such sale and transfer."

          (b)  Until this Warrant is transferred on the books of the Company,
     the Company may treat the registered holder thereof as the absolute owner
     and Holder thereof for all purposes, notwithstanding any notice to the
     contrary.

                                      -5-
<PAGE>

     10.  Stock to be Delivered upon Exercise. The Company will at all times
          -----------------------------------
keep available through the term of the Exercise Period, solely for delivery upon
the exercise of this Warrant, such number of the shares of Common Stock or other
securities as shall from time to time be sufficient to effect the exercise of
this Warrant.

     11.  Replacement of Warrant. Upon receipt of evidence reasonably
          ----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver, in lieu
thereof, a new warrant of like tenor to Holder.

     12.  Specific Performance. The Company stipulates that the remedies at law
          --------------------
available to the holder of this Warrant in the event of any default or
threatened default by it in the performance of or compliance with any of the
terms of the Agreement are not and will not be adequate, and that such terms may
be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.

     13.  Applicable Law.  THIS WARRANT SHALL BE GOVERNED BY, AND CONSTRUED IN
          --------------
ACCORDANCE WITH, THE LAWS OF THE STATE OF WASHINGTON, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CHOICE OF LAWS OF SUCH STATE.

     14.  Entire Agreement. This Warrant constitutes the entire agreement
          ----------------
between the parties with respect to the subject matter hereof and supersedes any
and all prior agreements and understandings relating to the subject matter
hereof. This Warrant and any of the terms hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

     15.  Successors and Assigns. This Warrant shall be binding upon and inure
          ----------------------
to the benefit of the Company and the undersigned and their respective
successors and permitted assigns; provided, however, nothing herein shall be
construed to permit assignment of the Warrant except in accordance with the
provisions herein.

     16.  Severability. Every provision of this Warrant is intended to be
          ------------
severable. If any term or provision hereof (or portion thereof) is determined to
be illegal or unenforceable for any reason whatsoever, such illegality or
unenforceability shall not affect any other term or provision (or portion
thereof) of this Warrant.

     17.  Notices.  All notices and other communications from the Company to the
          -------
holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, at the following address or at such other address as may
have been furnished to the Company in writing by such holder, or, until an
address is so furnished, to the address of the last holder of such Warrant who
has so furnished an address to the Company:

                                      -6-
<PAGE>

     If to the Company:

     XCEL Management, Inc.
     1101 Broadway Plaza
     Tacoma, Washington 98402
     Telecopy No.: (253) 404-3842

     If to Holder:

     International Fluid Dynamics
     ____________________________
     ____________________________
     Attn: ______________________


     IN WITNESS WHEREOF, this Warrant has been executed by XCEL MANAGEMENT,
INC., by its duly authorized officers, as of the date first above written.


                                        XCEL MANAGEMENT, INC.:


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________



     The terms and provisions of the Warrant are accepted and agreed to by the
undersigned this 17th day of May, 2000.



                                        INTERNATIONAL FLUID DYNAMICS:


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________


                                      -7-
<PAGE>

                                  EXHIBIT "I"
                                  -----------

                              NOTICE OF EXERCISE
                   (To be executed by Holder to exercise the
                         Warrant in whole or in part)



XCEL Management, Inc.
1101 Broadway Plaza
Tacoma, Washington  98402

     Re:  Warrant to Purchase Common Stock dated May 17, 2000 by and between the
          Company and International Fluid Dynamics (the "Warrant")

Dear Sir or Madam:

     The undersigned holder irrevocably elects to exercise the Warrant of XCEL
Management, Inc. to purchase ________ shares of Common Stock of XCEL Management,
Inc. (the "Company") subject to the Warrant, and hereby makes payment of the
amount of $________in the manner described below, representing the Exercise
Price per share of Common Stock multiplied by the number of shares of Common
Stock to be purchased pursuant to this exercise.



                                        By: ____________________________________

$__________cash
$__________certified or bank cashier's check
$__________wire transfer

                              EXHIBIT "I" Page 1