EXHIBIT 4.0

              VOID AFTER 3:30 P.M., MOUNTAIN TIME, ON MAY 20, 2006

                        WARRANT TO PURCHASE COMMON SHARES

                             CAN-CAL RESOURCES LTD.

     This is to Certify That, for value received, Don Matheson ("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from Can-Cal
Resources Ltd., a Nevada corporation, (the "Company" or "we"), at any time until
5:00 P.M. on May 20, 2006 ("Expiration Date") 5,000 shares of the Common Stock
of the Company ("Common Shares") at a purchase price per share of $ 0.25 during
the period that this Warrant is exercisable. The number of Common Shares to be
received upon the exercise of this Warrant and the price to be paid for a Common
Share may be adjusted from time to time as hereinafter set forth. The purchase
price of a Common Share in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price." This Warrant is
one of a series of warrants identical in form issued by the Company to purchase
Common Shares of the Company; "Warrants" used herein means all such warrants
(including this Warrant). The Common Shares underlying the Warrants are
sometimes referred to as "Warrant Shares" and include all Common Shares that
have been issued upon the exercise of the Warrants and all unissued Common
Shares underlying the Warrants.

     (A)  EXERCISE OF WARRANT.

          (1)  SURRENDER AND PAYMENT. This Warrant may be exercised in whole or
in part at any time or from time to time until the Expiration Date or if the
Expiration Date is a day on which banking institutions are authorized by law to
close, then on the next succeeding day which shall not be such a day, by
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, with the Purchase Form annexed hereto duly executed and
accompanied by cash payment or wire transfer of the Exercise Price for the
number of shares specified in such Form, together with all federal and state
taxes applicable upon such exercise. Cashless exercise is not permitted.

          (2)  MERGER; REORGANIZATION. The Company agrees not to merge,
reorganize or take any action that would terminate this Warrant unless
provisions are made as part of a Reorganization Action (as defined below) which
would provide the holders of this Warrant with an equivalent of this Warrant as
specified in Section (h); provided, however, that if reasonably required by the
other party or parties to such Reorganization Action, the Company may accelerate
the Expiration Date to a date prior to such merger, reorganization or other
action, but only if the Company shall give the Holder written notice of such
acceleration at least 30 days prior to such accelerated Expiration Date. A
"Reorganization Action" means the closing of a merger or consolidation of the
Company with or into another entity in which the Company is not the surviving
entity, or a merger (including a reverse triangular merger) in which the Company
is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into cash, securities or other property.




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          (3)  TENDER; PARTIAL EXERCISE. The Company agrees to provide notice to
the Holder that any tender offer is being made for the Company's Common Shares
no later than three business days after the day the Company becomes aware that
any tender offer is being made for outstanding Common Shares of the Company. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the right of the Holder to purchase the balance of the Common Shares purchasable
hereunder. Upon receipt by the Company of this Warrant at the office of the
Company or at the office of the Company's stock transfer agent, in proper form
for exercise and accompanied by the Exercise Price, the Holder shall be deemed
to be the holder of record of the Common Shares issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such Common Shares shall not then be
actually delivered to the Holder. In any event of a tender offer coming within
the provisions of the Company's shareholder rights plan (the "poison pill
plan"), the rights of the Holder shall be subject to the provisions of that plan
to the extent the Holder exercises this Warrant.

     (B)  RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of Common Shares as shall be required for issuance or
delivery upon exercise of this Warrant.

     (C)  FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Common Share called for upon any exercise hereof,
the Company shall, upon receipt by the Company or the Company's stock transfer
agent of the Exercise Price on such fractional share, pay to the Holder an
amount in cash equal to such fraction multiplied by the current market value of
such fractional share, determined as follows:

          (1) If the Common Shares are listed on a national securities exchange,
are admitted to unlisted trading privileges on such an exchange, or are listed
for trading on a trading system of the National Association of Securities
Dealers, Inc. ("NASD") such as Regular NASDAQ ("NASDAQ") or NASDAQ/NMS ("NMS"),
then the current value shall be the last reported sale price of the Common
Shares on such an exchange or system on the last business day prior to the date
of exercise of this Warrant or if no such sale is made on such day, the average
of the closing bid prices for the Common Shares for such day on such exchange or
such system shall be used; or

          (2)  If the Common Shares are not so listed on such exchange or system
or admitted to unlisted trading privileges, the current value shall be the
average of the last reported bid prices reported by the National Quotation
Bureau, Inc. on the last business day prior to the date of the exercise of this
Warrant; or

          (3) If the Common Shares are not so listed or admitted to unlisted
trading privileges and if bid and asked prices are not so reported, the current
value shall be an amount, not less than book value, determined in such
reasonable manner as may be prescribed by the board of directors of the Company.


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     (D)  EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations entitling the Holder thereof to
purchase (under the same terms and conditions as provided by this Warrant) in
the aggregate the same number of Common Shares purchasable hereunder. This
Warrant may not be sold, transferred, assigned, or hypothecated except in
compliance with the Securities Act of 1933. Any such transfer or assignment
shall be made by surrender of this Warrant to the Company or at the office of
its stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and with funds sufficient to pay any transfer tax; whereupon the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term "Warrant" as used
herein includes any warrants issued in substitution for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date. Subject to such right of indemnification, any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

     (E)  RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (F)  ADJUSTMENT PROVISIONS.

          (1) ADJUSTMENTS OF THE EXERCISE PRICE STRICTLY LIMITED. If the Company
subdivides outstanding Common Shares into a greater number of Common Shares, the
Exercise Price in effect immediately prior to such subdivision shall be
proportionately reduced. If the Company combines its outstanding Common Shares
into a lesser number of Common Shares, the Exercise Price in effect immediately
prior to such combination shall be proportionally increased. In case of a
subdivision or combination, the adjustment of the Exercise Price shall be made
as of the effective date of the applicable event. No other adjustment to
Exercise Price shall be made, for any reason.

          (2) ADJUSTMENTS OF THE NUMBER OF SHARES FOLLOWING ADJUSTMENTS OF THE
EXERCISE PRICE. Upon any adjustment of the Exercise Price, the Holder of this
Warrant shall thereafter (until another such adjustment) be entitled to
purchase, at the new Exercise Price, the number of Common Shares, calculated to
the nearest full share, obtained by multiplying the number of Common Shares
initially issuable upon exercise of this Warrant by the Exercise Price specified
in the first paragraph hereof and dividing the product so obtained by the new
Exercise Price.


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     (G)  NOTICES TO HOLDERS. So long as this Warrant shall be outstanding and
unexercised (i) if any capital reorganization of the Company, reclassification
of the capital stock of the Company, consolidation or merger of the Company with
or into another corporation, sale, lease or transfer of all or substantially all
of the property and assets of the Company to another corporation, or voluntary
or involuntary dissolution, liquidation or winding up of the Company shall be
effected, then, in any such case, the Company shall cause to be delivered to the
Holder, at least 10 days prior to the date specified in (x) or (y) below, as the
case may be, a notice containing a brief description of the proposed action and
stating the date on which (x) a record is to be taken for the purpose of such
dividend, distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any is to be fixed, as of which the holders of
Common Shares of record shall be entitled to exchange their Common Shares for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

     (H)  RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding Common
Shares of the Company (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of an issuance of
Common Shares by way of dividend or other distribution or of a subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with a subsidiary in which merger
the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding Common
Shares of the class issuable upon exercise of this Warrant), or in case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, then the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, by
causing delivery to the Holder of another warrant, or by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property which the Holder would have received upon such reclassification,
capital reorganization or other change, consolidation, merger, sale or
conveyance had this Warrant been exercised prior to the consummation of such
transaction. These provisions shall apply to successive Reorganization Actions.
In the event the Company spins off a subsidiary by distributing to the
shareholders of the Company as a dividend or otherwise the stock of the
subsidiary, the Company shall reserve for the life of this Warrant, shares of
the subsidiary to be delivered to the Holders of the Warrants upon exercise to
the same extent as if they were owners of record of the Warrant Shares on the
record date for payment of the shares of the subsidiary.

     (I)  NO REGISTRATION UNDER THE SECURITIES ACT OF 1933.

         Upon exercise of this Warrant, the Warrant Shares will be issued as
"restricted securities" as that term is defined in rule 144 of the Securities
and Exchange Commission. The Company is under no obligation to register the
Holder's resale of the Warrant Shares.




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     (J)  TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. The Company shall
cause the following legend, or one similar thereto, to be set forth on the
Warrants and on each certificate representing Warrant Shares or any other
security issued or issuable upon exercise of this Warrant:

     "The securities represented by this certificate may not be offered for
     sale, sold or otherwise transferred except pursuant to an effective
     registration statement made under the Securities Act of 1933 (the
     "Act") and under any applicable state securities law, or pursuant to
     an exemption from registration under the Act and under any applicable
     state securities law, the availability of which is to be established
     to the satisfaction of the Company."

     (K)  APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the state of Nevada.


Dated  __________________

                                       CAN-CAL RESOURCES LTD.


                                       By: ________________________________
                                            Ronald D. Sloan, Director




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     PURCHASE FORM
     -------------

                                                        Dated: _________________

     The undersigned hereby irrevocably elects to exercise the Warrant to the
extent of purchasing ___________ shares of Common Stock and hereby makes payment
of $___________ in payment of the exercise price.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name: __________________________________________________________________________
                  (Please typewrite or print in block letters)

Address: _______________________________________________________________________

Signature:  ____________________________________________________________________

                                 ASSIGNMENT FORM
                                 ---------------

                                                         Dated:_________________

         FOR VALUE RECEIVED, ___________________________________________________

hereby sells, assigns and transfers unto _______________________________________

________________________________________________________________________________
               (Name: Please typewrite or print in block letters)

Address: _______________________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of

______________ shares as to which such right is exercisable and does hereby

irrevocably constitute and appoint _____________________________________________

________________________________________________________________________________

attorney, to transfer the same on the books of the Company with full power of

substitution in the premises.

                           Signature: __________________________________________