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                                                                     EXHIBIT 4.4



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. __

         CONSOLIDATED CAPITAL OF NORTH AMERICA, INC., a Colorado corporation
(the "Company") hereby grants to ___________________ (the "Holder") [five
million six hundred twenty five thousand] (5,625,000) 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 6, 2004 (the "Exercise Period").

         2. EXERCISE PRICE. The initial exercise price of each whole Warrant
shall be $.20 (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 state securities laws. The Holder acknowledges by
acceptance of this certificate that, as of the date of this Warrant



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



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         8. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

         8.1 Demand Registration of Shares. (a) At any time prior to the
expiration of the Exercise Period the Holder may demand registration under the
Securities Act of the Warrant Shares. The registration requested pursuant to
this Section 8.1(a) is referred to herein as the "Demand Registration".

         (b) Number of Demand Registrations; Notice. The Holder shall be
entitled to one Demand Registration. Subject to the limitations contained in the
following paragraphs of this Section 8.1, after the receipt of such Demand
Registration, (1) the Company will be obligated and required to include in such
Demand Registration all Warrant Shares with respect to which the Company shall
receive from the Holder the written request of the Holder for inclusion in such
Demand Registration, and (2) the Company will use its best efforts in good faith
to effect promptly the registration of such Warrant Shares.

         (c) Restrictions on Demand Registration. The Company will not be
obligated to effect a Demand Registration within one hundred twenty (120) days
after the effective date of a registration statement in which Warrant Shares of
the Holder are included pursuant to the exercise of "piggyback rights" pursuant
to Section 8.2 hereof. The Company may postpone for a period not exceeding
ninety (90) days the filing or the effectiveness of a registration statement for
a Demand Registration if the Company provides the Holder with written notice
that in the Company's good faith judgment such Demand Registration might have an
adverse effect on any proposal or plan by the Company to engage in any
acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer, public offering or similar transaction,
provided that, in such event, the Holder will be entitled to withdraw such
Demand Registration request and that, if such request is withdrawn, such Demand
Registration will not be considered the one (1) Demand Registration to which the
Holder is entitled.

         8.2 Participation in Registered Offerings ("Piggyback Rights" for
Shares). If the Company proposes or is required to register any of its shares or
other equity securities for public sale for cash under the Securities Act (other
than on Forms S-4 or S-8 or similar registration forms), it will at each such
time or times give written notice to the Holder of its intention to do so. Upon
the written request of the Holder given within twenty (20) days after receipt of
any such notice, the Company shall use its best efforts to cause to be included
in such registration any Warrant Shares requested to be registered under the
Securities Act and any applicable state securities laws; provided, that if the
managing underwriter advises that less than all of the shares to be registered
should be offered for sale so as not materially and adversely to affect the
price or salability of the offering being registered by the Company, the Holder
(but not the Company to the extent it desires to include shares for its own
account) shall reduce the number of Warrant Shares to be included in the
registration statement as required by the underwriter to the extent requisite to
permit the sale or other disposition (in accordance with the intended method of
disposition thereof as aforesaid) by the prospective seller or sellers of the
securities so registered. The registration requested pursuant to this Section
8.2 is referred to herein as the "Piggyback Registration".



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         8.3 Obligations of the Holder. It shall be a condition precedent to the
obligation of the Company to register any Warrant Shares pursuant to this
Section 8 that the Holder shall furnish to the Company such information
regarding the Warrant Shares held and the intended method of disposition thereof
and other information concerning the Holder as the Company shall reasonably
request and as shall be required in connection with the registration statement
to be filed by the Company. If after a registration statement becomes effective
the Company advises the Holder that the Company considers it appropriate to
amend or supplement the applicable registration statement, the Holder shall
suspend further sales of the Warrant Shares until the Company advises the Holder
that such registration statement has been amended or supplemented.

         8.4 Registration Proceedings. Whenever the Company is required by the
provisions of this Section 8 to effect the registration of the Warrant Shares
under the Securities Act, the Company shall:

                  (i)      Prepare and file with the SEC a registration
                           statement with respect to such securities and use its
                           best efforts to cause such registration statement to
                           become and remain effective;

                  (ii)     Prepare and file with the SEC such amendments to such
                           registration statement and supplements to the
                           prospectus contained therein as may be necessary to
                           keep such registration statement effective;

                  (iii)    Furnish to the Holder and to the underwriters of the
                           securities being registered such reasonable number of
                           copies of the registration statement, preliminary
                           prospectus, final prospectus and such other documents
                           as such underwriters may reasonably request in order
                           to facilitate the public offering of such securities;

                  (iv)     Use its best efforts to register or qualify the
                           securities covered by such registration statement
                           under such state securities or Blue Sky Laws of such
                           jurisdictions as the Holders may reasonably request
                           within twenty (20) days following the original filing
                           of such registration statement, except that the
                           Company shall not for any purpose be required to
                           execute a general consent to service of process or to
                           qualify to do business as a foreign corporation in
                           any jurisdiction wherein it is not so qualified;

                  (v)      Notify the Holder, promptly after it shall receive
                           notice thereof, of the time when such registration
                           statement has become effective or a supplement to any
                           prospectus forming a part of such registration
                           statement has been filed;



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                  (vi)     Notify the Holder promptly of any request by the SEC
                           for the amending or supplementing of such
                           registration statement or prospectus or for
                           additional information; and

                  (vii)    Prepare and promptly file with the SEC and promptly
                           notify the Holder of the filing of such amendment or
                           supplement to such registration statement or
                           prospectus as may be necessary to correct any
                           statements or omissions if, at the time when a
                           prospectus relating to such securities is required to
                           be delivered under the Securities Act, any event
                           shall have occurred as the result of which any such
                           prospectus or any other prospectus as then in effect
                           would include an untrue statement of a material fact
                           or omit to state any material fact necessary to make
                           the statements therein, in light of the circumstances
                           in which they were made, not misleading.
                           Notwithstanding any provision herein to the contrary,
                           the Company shall not be required to amend,
                           supplement, or update a prospectus contained in any
                           registration statement if to do so would result in an
                           unduly burdensome expense to the Company.

         8.5 Expenses. With respect to the inclusion of the Shares in a
registration statement pursuant to this Section 8, all registration expenses,
fees, costs and expenses of and incidental to such registration, inclusion and
public offering in connection therewith shall be borne by the Company; provided,
however, that the Holder shall bear its own professional fees and pro rata share
of the underwriting discount and commissions. The fees, costs and expenses of
registration to be borne by the Company shall include, without limitation, all
registration, filing, printing expenses, fees and disbursements of counsel and
accountants for the Company, fees and disbursements of counsel for the
underwriter or underwriters of such securities (if the Company and/or selling
security holders are required to bear such fees and disbursements), and all
legal fees and disbursements and other expenses of complying with state
securities or Blue Sky Laws of any jurisdiction in which the securities to be
offered are to be registered or qualified.

         8.6 Indemnification of the Holder. Subject to the conditions set forth
below, in connection with any registration of the Shares pursuant to this
Section 8, the Company agrees to indemnify and hold harmless the Holder, any
underwriter for the Company or acting on behalf of the Holder and each person,
if any, who controls the Holder, within the meaning of Section 15 of the
Securities Act, as follows:

                  (i)      Against any and all loss, claim, damage and expense
                           whatsoever arising out of or based upon (including,
                           but not limited to, any and all expense whatsoever
                           reasonably incurred in investigating, preparing or
                           defending any litigation, commenced or threatened, or
                           any claim whatsoever based upon) any untrue or
                           alleged untrue statement of a material fact contained
                           in any preliminary prospectus (if used prior to the
                           effective date of the registration statement), the
                           registration statement or the prospectus (as from
                           time to 



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                           time amended and supplemented), or in any application
                           or other document executed by the Company or based
                           upon written information furnished by the Company
                           filed in any jurisdiction in order to qualify the
                           Company's securities under the securities laws
                           thereof, or the omission or alleged omission
                           therefrom of a material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading, or any other violation of applicable
                           federal or state statutory or regulatory requirements
                           or limitations relating to action or inaction by the
                           Company in the course of preparing, filing, or
                           implementing such registered offering; provided,
                           however, that the indemnity agreement contained in
                           this section shall not apply to any loss, claim,
                           damage, liability or action arising out of or based
                           upon any untrue or alleged untrue statement or
                           omission made in reliance upon and in conformity with
                           any information furnished in writing to the Company
                           by or on behalf of the Holder expressly for use in
                           connection therewith or arising out of any action or
                           inaction of the Holder;

                  (ii)     Subject to the proviso contained in Subsection (i)
                           above, against any and all loss, liability, claim,
                           damage and expense whatsoever to the extent of the
                           aggregate amount paid in settlement of any
                           litigation, commenced or threatened, or of any claim
                           whatsoever based upon any untrue statement or
                           omission (including, but not limited to, any and all
                           expense whatsoever reasonably incurred in
                           investigating, preparing or defending against any
                           such litigation or claim) if such settlement is
                           effected with the written consent of the Company; and

                  (iii)    In no case shall the Company be liable under this
                           indemnity agreement with respect to any claim made
                           against such seller, underwriter or any such
                           controlling person unless the Company shall be
                           notified, by letter or by facsimile confirmed by
                           letter, of any action commenced against such persons,
                           promptly after such person shall have been served
                           with the summons or other legal process giving
                           information as to the nature and basis of the claim.
                           The failure to so notify the Company, if prejudicial
                           in any material respect to the Company's ability to
                           defend such claim, shall relieve the Company from its
                           liability to the indemnified person under this
                           Section 8, but only to the extent that the Company
                           was prejudiced. The failure to so notify the Company
                           shall not relieve the Company from any liability
                           which it may have otherwise than on account of this
                           indemnity agreement. The Company shall be entitled to
                           participate at its own expense in the defense of any
                           suit brought to enforce any such claim, but if the
                           Company elects to assume the defense, such defense
                           shall be conducted by counsel chosen by it, provided
                           such counsel is reasonably satisfactory to the
                           sellers or controlling persons, defendants in any
                           suit so brought. In the event the Company elects to
                           assume the defense of any such suit and retain



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                           such counsel, the sellers, underwriter or controlling
                           persons, defendants in the suit, shall, after the
                           date they are notified of such election, bear the
                           fees and expenses of any counsel thereafter retained
                           by them, as well as any other expenses thereafter
                           incurred by them in connection with the defense
                           thereof; provided, however, that if the sellers,
                           underwriter or controlling persons reasonably believe
                           that there may be available to them any defense or
                           counterclaim different than those available to the
                           Company or that representation of such sellers,
                           underwriters or controlling persons by counsel for
                           the Company presents a conflict of interest for such
                           counsel, then such sellers, underwriter and
                           controlling person shall be entitled to defend such
                           suit with counsel of their own choosing and the
                           Company shall bear the fees, expenses and other costs
                           of such separate counsel.

         8.7 Indemnification of the Company. The Holder agrees to indemnify and
hold harmless the Company, each underwriter for the offering, and each of their
officers and directors and agents and each other person, if any, who controls
the Company and underwriter within the meaning of Section 15 of the Securities
Act against any and all such losses, liabilities, claims, damages and expenses
as are indemnified against by the Company under Section 8.6 above; provided,
however, that such indemnification by the Holder hereunder shall be limited to
any losses, liabilities, claims, damages, or expenses to the extent caused by
any untrue statement of a material fact or omission of a material fact (required
to be stated therein or necessary to make statements therein not misleading), if
any made (or in settlement of any litigation effected with the written consent
of such sellers, alleged to have been made) in any preliminary prospectus, the
registration statement or prospectus or any amendment or supplement thereof or
in any application or other document in reliance upon, and in conformity with,
written information furnished in respect of such seller by or on behalf of such
seller expressly for use in any preliminary prospectus, the registration
statement or prospectus or any amendment or supplement thereof or in any such
application or other document or arising out of any action or inaction of such
seller in implementing such registered offering. In case any action shall be
brought against the Company, or any other person so indemnified, in respect of
which indemnity may be sought against any seller, such seller shall have the
rights and duties given to the Company, and each other person so indemnified
shall have the rights and duties given to the Holder, by the provisions of
Section 8.6. The person indemnified agrees to notify the sellers promptly after
the assertion of any claim against the person indemnified in connection with the
sale of securities.

         8.8 Contribution. If the indemnification provided for in Sections 8.6
and 8.7 above are unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnified party, on one hand, and such indemnifying party, on the other hand,
in connection with the statements or omissions which resulted in such losses,
claims, damages, or liabilities (or actions in respect thereof). The relative



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fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
indemnified party, on one hand, or such indemnifying party, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. No person who has
committed fraudulent misrepresentation (within the meaning of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof referred to above in this Section shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.

         9. ASSIGNMENT OF REGISTRATION RIGHTS. The registration rights granted
hereunder may be assigned by the Holder to a transferee or assignee of the
Warrant Shares; 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 as of: April 16, 1999

                                          CONSOLIDATED CAPITAL OF NORTH
                                          AMERICA, INC.


                                          By: /s/ Richard D. Bailey
                                              --------------------------------
                                              Richard D. Bailey
                                              President and Chief Operating 
                                              Officer



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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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