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                                                                     EXHIBIT 4.4
                                                                                

                                       
                         Form of Warrants to Purchase
                        200,000 Common Shares at $2.00.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE ("WARRANTS") AND THE UNDERLYING
WARRANT SHARES ("WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").  THE WARRANTS AND WARRANT
SHARES MAY NOT BE OFFERED OR SOLD UNLESS THE OFFER AND SALE OF THE WARRANTS AND
WARRANT SHARES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE, AS EVIDENCED BY AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY.

                       WARRANTS TO PURCHASE COMMON STOCK                  NO. 19
      

         CONSOLIDATED CAPITAL OF NORTH AMERICA, INC., a Colorado corporation
(the "Company") hereby grants to INTERNATIONAL INVESTOR RELATIONS GROUP, INC.
(the "Holder") Two Hundred Thousand (200,000) warrants (the "Warrants") for the
purchase of common stock of the Company (the "Common Stock"), with each whole
Warrant entitling the Holder to purchase one share of Common Stock (each a
"Warrant Share" and collectively the "Warrant Shares") on the terms and subject
to the conditions set forth herein.

         1.      TERM.  The Warrants may be exercised, in whole or in part, at
any time and from time to time from the date hereof until 5:00 p.m. Eastern
Time on March 18, 2000 (the "Exercise Period").

         2.      EXERCISE PRICE.  The initial exercise price of each whole
Warrant shall be $2.00  (the "Exercise Price").  The Exercise Price shall be
subject to adjustment as provided in Section 7.

         3.      EXERCISE OF WARRANTS.  The Warrants are exercisable on the
terms provided herein at any time during the Exercise Period by the surrender
of this certificate to the Company at its principal office together with the
Notice of Exercise annexed hereto duly completed and executed on behalf of the
Holder, accompanied by payment in full, in immediately available funds, of the
amount of the aggregate Exercise Price of the Warrant Shares being purchased
upon such exercise.  The Holder shall be deemed the record owner of such
Warrant Shares as of and from the close of business on the date on which this
certificate is surrendered together with the completed Notice of Exercise and
payment in full as required above (the "Exercise Date").  The Company agrees
that the Warrant Shares so purchased shall be issued as soon as practicable
thereafter.

         4.      WARRANTS CONFER NO RIGHTS OF STOCKHOLDER.  The Holder shall
not have any rights as a stockholder of the Company with regard to the Warrant
Shares prior to the Exercise Date for any actual purchase of Warrant Shares.

         5.      INVESTMENT REPRESENTATION.  Neither the Warrants nor the
Warrants Shares issuable upon the exercise of the Warrants have been registered
under the Securities Act or any





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state securities laws.  The Holder acknowledges by acceptance of this
certificate that, as of the date of this Warrant and at the time of exercise,
(a) the Holder has acquired the Warrants or the Warrant Shares, as the case may
be, for investment and not with a view to distribution; and either (b) the
Holder has a pre-existing personal or business relationship with the Company or
its executive officers, or by reason of the Holder's business or financial
experience the Holder has the capacity to protect the Holder's own interests in
connection with the transaction; and (c) the Holder is an accredited investor
as that term is defined in Rule 501(a) of Regulation D under the Securities
Act.  The Holder, by acceptance of this certificate, consents to the placement
of a restrictive legend (the "Legend") on the certificates representing any
Warrant Shares that are purchased upon exercise of the Warrants during the
applicable restricted period under the Securities Act.  The Legend shall be in
substantially the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT
         BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("STATE LAWS")
         OR ANY SECURITIES LAWS OF JURISDICTIONS OUTSIDE OF THE UNITED STATES,
         AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
         TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT
         COVERING THE SECURITIES, OR UPON DELIVERY TO THE COMPANY OF AN OPINION
         OF U.S. COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE
         SECURITIES MAY BE TRANSFERRED WITHOUT REGISTRATION PURSUANT TO  RULE
         144 PROMULGATED UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE
         EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
         OF THE SECURITIES ACT.

         6.      RESERVATION OF SHARES.  The Company agrees that, at all times
during the Exercise Period, the Company will have authorized and reserved, for
the exclusive purpose of issuance and delivery upon exercise of the Warrants, a
sufficient number of shares of its Common Stock to provide for the issuance of
the Warrant Shares.

         7.      ADJUSTMENT FOR CHANGES IN CAPITAL STOCK.  If the Company at
any time during the Exercise Period shall, by subdivision, combination or
reclassification of securities, change any of the securities into which the
Warrants are exercisable into the same or a different number of securities of
any class or classes, the Warrants shall thereafter entitle the Holder to
acquire such number and kind of securities as would have been issuable as a
result of such change with respect to the Warrant Shares as if the Warrant
Shares had been outstanding immediately prior to such subdivision, combination,
or reclassification.  If shares of the Company's Common Stock are subdivided
into a greater number of shares of Common Stock, the Exercise Price for the
Warrant Shares upon exercise of the Warrants shall be proportionately reduced
and the number of Warrant Shares shall be proportionately increased; and
conversely, if shares of the Company's Common Stock are combined into a smaller
number of shares of Common Stock, the Exercise





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Price shall be proportionately increased, and the number of Warrant Shares
shall be proportionately decreased.

         8.      REGISTRATION UNDER THE SECURITIES ACT OF 1933.

                 (a)      Definitions.  The following terms, when used herein,
         shall have the meanings set forth below:

                          (i)     "Commission" shall mean the Securities and
                 Exchange Commission or any other federal agency at the time
                 administering the Securities Act.

                          (ii)    "Exchange Act" shall mean the Securities 
                 Exchange Act of 1934, as amended.

                          (iii)   The term "register", "registered", and
                 "registration" shall refer to a registration effected by
                 preparing and filing a registration statement or similar
                 document in compliance with the Securities Act, and the
                 declaration or ordering of effectiveness of such registration
                 statement or document.

                 (b)      Piggyback Registration.  If (but without any
         obligation to do so) the Company proposes to register (including for
         this purpose a registration effected by the Company for shareholders
         other than the Holder) any of its Common Stock in connection with the
         public offering of such securities solely for cash (other than a
         registration relating solely to the sale of securities to participants
         in a Company stock plan, or a registration on any form which does not
         include substantially the same information, other than information
         related to the selling shareholders or their plan of distribution, as
         would be required to be included in a registration statement covering
         the sale of the Registrable Securities), the Company shall, at such
         time, promptly give the Holder written notice of such registration.
         Upon the written request of the Holder given within twenty (20) days
         after mailing of such notice by the Company, the Company shall,
         subject to the provisions of Section 8(i), cause to be registered
         under the Securities Act all of the Registrable Securities that such
         Holder has requested to be registered.

                 (c)      Obligations of the Company.  Whenever the Holder has
         requested that any the Registrable Securities be registered pursuant
         to this Section 8, the Company shall, as expeditiously as reasonably
         possible:

                          (i)     Prepare and file with the Commission a
                 registration statement with respect to such Registrable
                 Securities and use its best efforts to cause such registration
                 statement to become effective, and, upon the request of the
                 Holder keep such registration statement effective for up to
                 ninety (90) days.

                          (ii)    Prepare and file with the Commission such
                 amendments and supplements to such registration statement and
                 the prospectus used in connection





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                 with such registration statement as may be necessary to comply
                 with the provisions of the Securities Act with respect to the
                 disposition of all securities covered by such registration
                 statement.

                          (iii)   Furnish to the Holder such numbers of copies
                 of a prospectus, including a preliminary prospectus, in
                 conformity with the requirements of the Securities Act, and
                 such other documents as the Holder may reasonably request in
                 order to facilitate the disposition of Registrable Securities
                 owned by the Holder.

                          (iv)    Use its best efforts to register and qualify
                 the securities covered by such registration statement under
                 such other securities or Blue Sky laws of such jurisdictions
                 as shall be reasonably requested by the Holder, provided that
                 the Company shall not be required to qualify to do business or
                 to file a general consent to service or process in any such
                 states of jurisdictions.

                          (v)     In the event of any underwritten public
                 offering, enter into and perform its obligations under an
                 underwriting agreement, in usual and customary form, with the
                 managing underwriter of such offering.  If the Holder
                 participates in such underwriting the Holder shall also enter
                 into and perform its obligations under such agreement.

                          (vi)    Notify the Holder at any time when a
                 prospectus relating to the Registrable Securities covered by
                 such registration statement is required to be delivered under
                 the Act of the happening of any event as a result of which the
                 prospectus included in such registration statement, as then in
                 effect, includes an untrue statement of a material fact or
                 omits to state a material fact required to be stated therein
                 or necessary to make the statements therein not misleading in
                 the light of the circumstances then existing.

                 (d)      Furnish Information.  It shall be a condition
         precedent to the obligations of the Company to take any action
         pursuant to the Section 8 with respect to the Registrable Securities
         of the Holder that the Holder shall furnish to the Company such
         information regarding itself, the Registrable Securities held by it,
         and the intended method of disposition of such securities as shall be
         required to effect the registration of the Holder's Registrable
         Securities.

                 (e)      Expenses of Registration.  The Company shall bear and
         pay all expenses incurred in connection with any registration, filing
         or qualification of Registrable Securities with respect to the
         registrations pursuant to this Section 8, for the Holder, including
         (without limitation) all registration, filing, and qualification fees,
         printers and accounting fees relating or allocable thereto and the
         fees and disbursements of counsel for the Company, but excluding
         underwriting discounts and commissions relating to Registrable
         Securities.





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                 (f)      Underwriting Requirements.  In connection with any
         offering involving an underwriting of shares being issued by the
         Company, the Company shall not be required to include any of the
         Holder's securities in such underwriting unless the Holder accepts the
         terms of the underwriting as agreed upon between the Company and the
         underwriters selected by it, and then only in such quantity as will
         not, in the opinion of the underwriters, jeopardize the success of the
         offering by the Company.  If the total amount of securities, including
         Registrable Securities, requested by shareholders to be included in
         such offering exceeds the amount of securities sold other than by the
         Company that the underwriters reasonably believe compatible with the
         success of the offering, then the Company shall be required to include
         in the offering only that number of such securities, including
         Registrable Securities, which the underwriters believe will not
         jeopardize the success of the offering (the securities so included to
         be apportioned pro rata among the selling shareholders according to
         the total amount of securities entitled to be included therein owned
         by each selling shareholder or in such other proportion as shall
         mutually be agreed to by such selling shareholders).  For purposes of
         the preceding parenthetical concerning apportionment, for any selling
         shareholder which is a holder of Registrable Securities and which is a
         partnership or corporation, the partners, retired partners and
         shareholders of such holder, or the estates and family members of any
         such partners and retired partners and any trusts for the benefit of
         any of the foregoing persons shall be deemed to be a single "selling
         shareholder," and any pro-rata reduction with respect to such "selling
         shareholder" shall be based upon the aggregate amount of shares
         carrying registration rights owned by all entities and individuals
         included in such "selling shareholder," as defined in this sentence.

                 (g)      Delay of Registration.  No Holder shall have any
         right to obtain or seek an injunction restraining or otherwise
         delaying any such registration as the result of any controversy that
         might arise with respect to the interpretation or implementation of
         this Agreement.

                 (h)      Indemnification.  In the event any Registrable
         Securities are included in a registration statement under this
         Agreement:

                          (i)     To the extent permitted by law, the Company
                 will indemnify and hold harmless the Holder, any underwriter
                 (as defined in the Securities Act) for the Holder and each
                 person, if any, who controls the Holder or underwriter within
                 the meaning of the Securities Act or the Exchange Act, against
                 any losses, claims, damages or liabilities (joint or several)
                 to which they may become subject under the Securities Act, the
                 Exchange Act or other federal or state law, insofar as such
                 losses, claims, damages, or liabilities (or actions in respect
                 thereof) arise out of or are based upon any of the following
                 statements, omissions or violations (collectively a
                 "Violation"): (i) any untrue statement or alleged untrue
                 statement of a material fact contained in such registration
                 statement, including  any





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                 preliminary prospectus (but only if such is not corrected in
                 the final prospectus) contained therein or any amendments or
                 supplements thereto, (ii) the omission or alleged omission to
                 state therein a material fact required to be stated therein,
                 or necessary to make the statements therein not misleading
                 (but only if such is not corrected in the final prospectus),
                 or (iii) any violation or alleged violation by the Company in
                 connection with the registration of Registrable Securities of
                 the Securities Act, the Exchange Act, any state securities law
                 or any rule or regulation promulgated under the Securities
                 Act, the Exchange Act or any state securities law; and the
                 Company will pay to the Holder, and any underwriter or
                 controlling person, as incurred, any legal or other expenses
                 reasonably incurred by them in connection with investigating
                 or defending any such loss, claim, damage, liability, or
                 action; provided, however, that the indemnity agreement
                 contained in this Section 8(h)(i) shall not apply to amounts
                 paid in settlement of any such loss, claim, damage, liability,
                 or action if such settlement is effected without the consent
                 of the Company (which consent shall not be unreasonably
                 withheld), nor shall the Company be liable in any such case
                 for any such loss, claim damage, liability, or action to the
                 extent that it arises out of or is based upon a violation
                 which occurs in reliance upon and in conformity with written
                 information furnished expressly for use in connection with
                 such registration by the Holder, or any underwriter or
                 controlling person of the Holder.

                          (ii)    To the extent permitted by law, the Holder
                 will indemnify and hold harmless the Company, each of its
                 directors, each of its officers who has signed the
                 registration statement, each person, if any, who controls the
                 Company within the meaning of the Securities Act, any
                 underwriter, any other shareholder selling securities in such
                 registration statement and any controlling person of any such
                 underwriter or other shareholder, against any losses, claims,
                 damages, or liabilities (joint or several) to which any of the
                 foregoing persons may become subject, under the Securities
                 Act, the Exchange Act or other federal or state law, insofar
                 as such losses, claims, damages, or liabilities (or actions in
                 respect thereto) arise out of or are based upon any Violation,
                 in each case to the extent (and only to the extent) that such
                 Violation occurs in reliance upon and in conformity with
                 written information furnished by the Holder expressly for use
                 in connection with such registration; and the holder will pay,
                 as incurred, any legal or other expenses reasonably incurred
                 by any person intended to be indemnified pursuant to this
                 Section 8(h)(ii), in connection with investigating or
                 defending any such loss, claim, damage, liability, or action;
                 provided, however, that the indemnity agreement contained in
                 this Section 8(h)(ii) shall not apply to amounts paid in
                 settlement of any such loss, claim, damage, liability or
                 action if such settlement is effected without the consent of
                 the Holder, which consent shall not be unreasonably withheld;
                 provided, that, in no event shall any indemnity under this
                 Section 8(h)(ii) exceed the gross proceeds from the offering
                 received by the Holder.





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                          (iii)   Promptly after receipt by an indemnified
                 party under this Section 8(h) of notice of the commencement of
                 any action (including any governmental action), such
                 indemnified party will, if a claim in respect thereof is to be
                 made against any indemnifying party under this Section 8(h),
                 deliver to the indemnifying party a written notice of the
                 commencement thereof and the indemnifying party shall have the
                 right to participate in, and, to the extent the indemnifying
                 party so desires, jointly with any other indemnifying party
                 similarly noticed, to assume the defense thereof with counsel
                 mutually satisfactory to the parties; provided, however, that
                 an indemnified party shall have the right to retain its own
                 counsel, with the fees and expenses to be paid by the
                 indemnifying party, if representation of such indemnified
                 party by the counsel retained by the indemnifying party would
                 be inappropriate due to actual or potential differing
                 interests between such indemnified party and any other party
                 represented by such counsel in such proceeding.  The failure
                 to deliver written notice to the indemnifying party within a
                 reasonable time of the commencement of any such action, if
                 prejudicial to its ability to defend such action, shall
                 relieve such indemnifying party of any liability to the
                 indemnified party under this Section 8(h), but the omission so
                 to deliver written notice to the indemnifying party will not
                 relieve it of any liability that it may have to any
                 indemnified party otherwise than under this Section 8(h).

         9.      ASSIGNMENT OF REGISTRATION RIGHTS.  The registration rights
granted hereunder may be assigned by the Holder to a transferee or assignee of
the Registrable Securities; provided, however, the Company is, within a
reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided, further, that
such assignment shall be effective only if immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Securities Act.

         10.     LOSS, THEFT, DESTRUCTION OR MUTILATION OF CERTIFICATE.  Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of any certificate representing the Warrants
or the Warrant Shares (referred to herein as the "original certificate"), and
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to the Company, and upon reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
the original certificate if mutilated, the Company will make and deliver a new
certificate of like tenor in lieu of the original certificate.

         11.     GENERAL.  This certificate shall be governed by and construed
in accordance with the laws of the State of Colorado applicable to contracts
between Colorado residents entered into and to be performed entirely within the
State of Colorado.  The headings herein are for purposes of convenience and
reference only and shall not be used to construe or interpret the terms of this
certificate.  The terms of this certificate may be amended, waived, discharged
or terminated only by a written instrument signed by both the Company and the
Holder.  All notices and other





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communications from the Company to the Holder shall be mailed by first-class
registered or certified mail, postage pre- paid, to the address furnished to
the Company in writing by the last Holder who shall have furnished an address
to the Company in writing.

Dated: August 10, 1998

                                      CONSOLIDATED CAPITAL OF NORTH
                                      AMERICA, INC.


                                      By: /s/ Donald R. Jackson
                                         ---------------------------------------
                                         Donald R. Jackson
                                         Secretary and Treasurer




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                               NOTICE OF EXERCISE

                                                 Dated                ,
                                                       ---------------  --------

         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _______ shares of Common Stock and hereby
makes payment of ____________________ in payment of the actual exercise price
thereof.

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

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name 
     -----------------------------------------------------------
                  (Please typewrite or print in block letters)

         Signature
                   -----------------------------------

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

                                ASSIGNMENT FORM

         FOR VALUE RECEIVED, _______________________________________ hereby
sells, assigns and transfer 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.

Dated                ,
      ---------------  --------
Signature                    

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


Signature Guaranteed

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