EXHIBIT 10.1


                                 FORM OF WARRANT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE  TRANSFERRED  EXCEPT IN ACCORDANCE  WITH AN EFFECTIVE  REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THAT ACT.


                               WARRANT TO PURCHASE
                            SHARES OF COMMON STOCK OF
                           MILITARY RESALE GROUP, INC.


This  certifies  that  _______________  or any  party to whom  this  Warrant  is
assigned in accordance  with its terms is entitled to subscribe for and purchase
_____  shares of the Common  Stock of Military  Resale  Group,  Inc., a New York
corporation, on the terms and conditions of this Warrant.

           1. Definitions. As used in this Warrant, the term:

                     1.1  "Business  Day" means any day other  than a  Saturday,
Sunday,  or a day on which  banking  institutions  in the  State of New York are
authorized or obligated to be closed by law or by executive order.

                     1.2 "Common Stock" means the Common Stock, $.0001 par value
per share, of the Corporation.

                     1.3 "Corporation"  means Military Resale Group, Inc., a New
York corporation, or its successor.

                     1.4 "Expiration Date" means ________.

                     1.5 "Holder" means ___________________ or any party to whom
this Warrant is assigned in accordance with its terms.

                     1.6  "1933  Act"  means  the  Securities  Act of  1933,  as
amended.

                     1.7 "Warrant" means this Warrant and any warrants delivered
in  substitution  or exchange for this Warrant in accordance with the provisions
of this Warrant.

                     1.8 "Warrant  Price" means $0.25 per share of Common Stock,
as such amount may be adjusted pursuant to Section 4 hereof.


                                      A-1
<PAGE>

           2. Exercise of Warrant.  At any time before the Expiration  Date, the
Holder may exercise the purchase rights represented by this Warrant, in whole or
in part, by surrendering this Warrant (with a duly executed  subscription in the
form attached) at the Corporation's principal corporate office and by paying the
Corporation,  by certified or cashier's check,  the aggregate  Warrant Price for
the shares of Common Stock being purchased.

                     2.1 Delivery of Certificates. Within thirty (30) days after
each  exercise  of  the  purchase  rights  represented  by  this  Warrant,   the
Corporation  shall  deliver a  certificate  for the  shares  of Common  Stock so
purchased  to the Holder and,  unless this  Warrant has been fully  exercised or
expired,  a new Warrant  representing  the balance of the shares of Common Stock
subject to this Warrant.

                     2.2 Effect of Exercise.  The person entitled to receive the
shares of  Common  Stock  issuable  upon any  exercise  of the  purchase  rights
represented  by this Warrant  shall be treated for all purposes as the holder of
such shares of record as of the close of business on the date of exercise.

                     2.3 Issue Taxes.  The  Corporation  shall pay all issue and
other  taxes that may be payable  in  respect  of any issue or  delivery  to the
Holder of shares of Common Stock upon exercise of this Warrant.

           3. Stock Fully Paid; Reservation of Shares. The Corporation covenants
and agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes,  liens and charges.  The Corporation  further covenants
and agrees  that,  during the period  within  which the Holder may  exercise the
rights  represented  by this Warrant,  the  Corporation  shall at all times have
authorized and reserved for issuance  enough shares of its Common Stock or other
securities for the full exercise of the rights represented by this Warrant.  The
Corporation  shall not, by an  amendment  to its  Articles of  Incorporation  or
through reorganization,  consolidation,  merger,  dissolution,  issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant.

           4. Adjustments.  The Warrant Price and the number of shares of Common
Stock that the  Corporation  must issue upon  exercise of this Warrant  shall be
subject to adjustment in accordance with Sections 4.1 through 4.3.

                     4.1  Adjustment  to  Warrant  Price  for   Combinations  or
Subdivisions  of Common Stock.  If the  Corporation  at any time or from time to
time after the date hereof (1)  declares  or pays,  without  consideration,  any
dividend on the Common Stock payable in Common  Stock;  (2) creates any right to
acquire Common Stock for no consideration; (3) subdivides the outstanding shares
of Common Stock (by stock split, reclassification or otherwise); or (4) combines
or consolidates the outstanding shares of Common Stock, by  reclassification  or
otherwise, into a lesser number of shares of Common Stock, the Corporation shall
proportionately increase or decrease the Warrant Price, as appropriate.

                     4.2 Adjustments for Reclassification and Reorganization. If
the Common Stock  issuable upon exercise of this Warrant  changes into shares of


                                      A-2
<PAGE>

any other class or classes of security or into any other property for any reason
other than a subdivision or  combination of shares  provided for in Section 4.1,
including without  limitation any  reorganization,  reclassification,  merger or
consolidation, the Corporation shall take all steps necessary to give the Holder
the right,  by  exercising  this  Warrant,  to  purchase  the kind and amount of
securities or other property receivable upon any such change by the owner of the
number of shares of Common Stock subject to this Warrant  immediately before the
change.

                     4.3 Spin Offs. If the Corporation  spins off any subsidiary
by distributing to the Corporation's shareholders as a dividend or otherwise any
stock or other securities of the subsidiary, the Corporation shall reserve until
the  Expiration  Date enough of such shares or other  securities for delivery to
the Holders upon any exercise of the rights  represented  by this Warrant to the
same  extent  as if the  Holders  owned  of  record  all  Common  Stock or other
securities  subject to this Warrant on the record date for the  distribution  of
the subsidiary's shares or other securities.

                     4.4 Certificates as to Adjustments. Upon each adjustment or
readjustment  required by this Section 4, the  Corporation  at its expense shall
promptly  compute  such  adjustment  or  readjustment  in  accordance  with this
Section,  cause independent  public  accountants  selected by the Corporation to
verify such  computation  and  prepare  and furnish to the Holder a  certificate
setting forth such  adjustment or  readjustment  and showing in detail the facts
upon which such adjustment or readjustment is based.

           5. Fractional  Shares. The Corporation shall not issue any fractional
shares in connection with any exercise of this Warrant.

           6.  Dissolution  or  Liquidation.   If  the  Corporation   dissolves,
liquidates  or winds up its business  before the exercise or  expiration of this
Warrant, the Holder shall be entitled,  upon exercising this Warrant, to receive
in lieu of the shares of Common Stock or any other  securities  receivable  upon
such  exercise,  the same kind and amount of assets as would  have been  issued,
distributed or paid to it upon any such  dissolution,  liquidation or winding up
with respect to such shares of Common Stock or other securities,  had the Holder
been the  holder of record on the  record  date for the  determination  of those
entitled to receive any such liquidating distribution or, if no record is taken,
upon  the  date of  such  liquidating  distribution.  If any  such  dissolution,
liquidation  or winding up results in a cash  distribution  or  distribution  of
property which the Corporation's Board of Directors  determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant,  then
the  Holder  may,  at its  option,  exercise  this  Warrant  without  paying the
aggregate  Warrant Price and, in such case,  the  Corporation  shall,  in making
settlement to Holder,  deduct from the amount  payable to Holder an amount equal
to such aggregate Warrant Price.

           7.  Redemption.  On or  after  __________,  2004  [Ninety  days  from
issuance  date],  on any date on which  the  average  closing  bid price for the
Common  Stock for the prior sixty (60) day period  exceeds  $0.50 (as such price
shall be adjusted  for events of the type  described in Section 4.1 hereof) (the
"Warrant  Redemption Date"), the Corporation shall have the option (the "Warrant
Redemption  Option"),  upon written  notice to the Holder of this Warrant at the
address  of such  Holder as it appears in the  records  of the  Corporation,  to


                                      A-3
<PAGE>

compel the Holder of this Warrant to exercise  this Warrant  within  thirty (30)
days of the Warrant  Redemption Date;  provided,  however,  that the Corporation
shall not be entitled to its Warrant Redemption Option unless (i) a registration
statement  registering  for resale the shares of Common  Stock  underlying  this
Warrant  has been  effective  for the sixty  (60)  days  preceding  the  Warrant
Redemption  Date and (ii) the average  closing bid price of the Common Stock for
the ten (10) trading days prior to the Warrant  Redemption  Date exceeded  $0.50
(as such price shall be adjusted for events of the type described in Section 4.1
hereof).  If upon the  expiration  of such thirty (30) day period  following the
Warrant  Redemption  Date the  Holder of this  Warrant  has not  exercised  this
Warrant, the Corporation shall be entitled to repurchase this Warrant at a price
equal to the product of (x) $.0001 and (y) the number of shares of Common  Stock
for which this Warrant is then exercisable.

           8. Transfer and Exchange.

                     8.1  Transfer.  Subject  to  Section  8.3,  the  Holder may
transfer all or part of this Warrant at any time on the books of the Corporation
at its principal office upon surrender of this Warrant,  properly endorsed. Upon
such surrender,  the Corporation shall issue and deliver to the transferee a new
Warrant or Warrants  representing the Warrants so transferred.  Upon any partial
transfer, the Corporation shall issue and deliver to the Holder a new Warrant or
Warrants with respect to the Warrants not so transferred.

                     8.2  Exchange.  The Holder may exchange this Warrant at any
time  at  the  principal   office  of  the  Corporation  for  Warrants  in  such
denominations  as the Holder may designate in writing.  No such  exchanges  will
increase the total number of shares of Common Stock or other securities that are
subject to this Warrant.

                     8.3 Securities Act of 1933. By accepting this Warrant,  the
Holder agrees that this Warrant and the shares of the Common Stock issuable upon
exercise of this  Warrant may not be offered or sold except in  compliance  with
the 1933 Act, and then only with the  recipient's  agreement to comply with this
Section 8 with respect to any resale or other  disposition  of such  securities.
The  Corporation  may make a notation on its records in order to implement  such
restriction on transferability.

           9. Loss or Mutilation.  Upon the Corporation's  receipt of reasonably
satisfactory  evidence of the  ownership  and the loss,  theft,  destruction  or
mutilation of this Warrant and (in the case of loss,  theft or destruction) of a
reasonably  satisfactory indemnity or (in the case of mutilation) upon surrender
and  cancellation of this Warrant,  the Corporation  shall execute and deliver a
new Warrant to the Holder.

           10.  Successors.  All the  covenants  and  provisions of this Warrant
shall bind and inure to the benefit of the Holder and the  Corporation and their
respective successors and assigns.

           11. Notices.  All notices and other  communications given pursuant to
this  Warrant  shall be in  writing  and shall be deemed to have been given when


                                      A-4
<PAGE>

personally delivered or when mailed by prepaid registered,  certified or express
mail, return receipt requested. Notices should be addressed as follows:

                     (a) If to Holder, then to:

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

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

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


                     (b) If to the Corporation, then to:

                                Military Resale Group, Inc.
                                2180 Executive Circle
                                Colorado Springs, CO 80906

                         With a copy (which shall not constitute notice) to:

                                Eric M. Hellige, Esq.
                                Pryor Cashman Sherman & Flynn LLP
                                410 Park Avenue
                                New York, New York  10022

Such  addresses  for  notices may be changed by any party by notice to the other
party pursuant to this Section 11.

           12.  Amendment.  This Warrant may be amended only by an instrument in
writing signed by the Corporation and the Holder.

           13.  Construction  of Warrant.  This Warrant  shall be construed as a
whole and in accordance  with its fair  meaning.  A reference in this Warrant to
any section  shall be deemed to include a reference to every  section the number
of which begins with the number of the section to which  reference is made. This
Warrant  has been  negotiated  by both  parties  and its  language  shall not be
construed for or against any party.

           14. Law  Governing.  This  Warrant is executed,  delivered  and to be
performed  in the  State of New York and  shall be  construed  and  enforced  in
accordance with and governed by the New York law without regard to any conflicts
of law or choice of forum provisions.


     [Remainder of page intentionally left blank. Signature page to follow.]


                                      A-5
<PAGE>


Dated as of ___, 2004

                                              MILITARY RESALE GROUP, INC.


                                              By:
                                                  ------------------------------
                                                  Name:  Edward T. Whelan
                                                  Title: Chief Executive Officer

Attest:


--------------------------
Secretary



                                      A-6
<PAGE>


                                SUBSCRIPTION FORM

                 (TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT)



           The  undersigned   registered  owner  of  this  Warrant   irrevocably
exercises this Warrant and agrees to purchase shares of Common Stock of Military
Resale Group,  Inc., all at the price and on the terms and conditions  specified
in this Warrant.

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



                                              --------------------------------
                                              (Signature of Registered Holder)


                                              --------------------------------
                                              (Street Address)


                                              --------------------------------
                                              (City)     (State)     (Zip)


<PAGE>


                             ISSUE OF A NEW WARRANT

                   (TO BE EXECUTED ONLY UPON PARTIAL EXERCISE,
                    EXCHANGE, OR PARTIAL TRANSFER OF WARRANT)




           Please issue  ___________  Warrants,  each  representing the right to
purchase  ___________  shares of Common Stock of Military Resale Group,  Inc. to
the registered holder.


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




                                               ---------------------------------
                                               (Signature of Registered Holder)


<PAGE>


                               FORM OF ASSIGNMENT


           FOR VALUE RECEIVED, the undersigned registered Holder of this Warrant
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under the  Warrant,  with  respect  to the number of shares of
Common Stock set forth below (the "Transfer"):

Name of Assignee               Address                    No. of Shares
----------------               -------------------        -------------





The  undersigned  irrevocably  constitutes  and  appoints  as the  undersigned's
attorney-in-fact,  with full power of substitution,  to make the transfer on the
books of Military Resale Group, Inc.

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



                                               ---------------------------------
                                               (Signature)