EXHIBIT 10.20

            AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK OF
          CRYSTALIX GROUP INTERNATIONAL, INC. ISSUED TO KEVIN T. RYAN

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                    AMENDED AND RESTATED WARRANT TO PURCHASE
                                  COMMON STOCK
                                       OF
                       CRYSTALIX GROUP INTERNATIONAL, INC.


         This Amended and  Restated  Warrant  ("Warrant")  is issued to Kevin T.
Ryan, or his registered  assigns  ("Holder") by Crystalix  Group  International,
Inc., a Nevada  corporation (the "Company"),  as of March 28, 2005. This Warrant
is issued in connection with the Company's  issuance to the Holder of an Amended
and Restated Convertible Promissory Note dated as of July 21, 2004 (the "Note"),
for the principal amount of Five Million Three Hundred Ninety-Six Thousand Seven
Hundred Sixty Four and 00/100  Dollars  ($5,396,764).  This Warrant fully amends
and restates a certain  Warrant issued to Holder by the Company dated as of July
21, 2004 (the "Warrant Issue Date").

         1.       PURCHASE  SHARES.   Subject  to  the   terms  and   conditions
hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at
the principal office of the Company (or at such other place as the Company shall
notify the holder  hereof in  writing),  to purchase  from the Company up to One
Million  Eight  Hundred   Seventy-Five   Thousand  (1,875,000)  fully  paid  and
nonassessable  shares of Common  Stock of the  Company,  as  constituted  on the
Warrant  Issue Date (the "Common  Stock").  The number of shares of Common Stock
issuable  pursuant  to  this  Section  1 (the  "Shares")  shall  be  subject  to
adjustment pursuant to Section 8 hereof.

         2.       EXERCISE PRICE.  The  purchase  price  for the Shares shall be
$0.08 per Share.

         3.       EXERCISE PERIOD.  This  Warrant shall be exercisable, in whole
or in part,  during the term  commencing on the Warrant Issue Date and ending at
5:00 p.m. on July 21, 2011.

         4.       METHOD OF EXERCISE. While this Warrant remains outstanding and
exercisable  in accordance  with Section 3 above,  the Holder may  exercise,  in
whole or in part, the purchase rights evidenced  hereby.  Such exercise shall be
effected by:

         (a)      the  surrender of  the  Warrant, together with a duly executed
                  copy of the form of Notice of Exercise attached hereto, to the
                  Secretary of the Company at its principal offices; and

         (b)      the payment to the Company of an amount equal to the aggregate
                  Exercise Price for the number of Shares being purchased.

         5.       NET EXERCISE.  In  lieu of exercising this Warrant pursuant to
Section 4, the Holder may elect to receive, without the payment by the Holder of
any additional consideration,  shares of Common Stock equal to the value of this
Warrant (or the portion  thereof being canceled) by surrender of this Warrant at
the principal  office of the Company  together with notice of such election,  in
which event the Company  shall issue to the holder  hereof a number of shares of
Common Stock computed using the following formula:

                                    Y (A - B)
                           X =      ---------
                                        A

Where:   X =      the  number  of  shares  of  Common  Stock to be issued to the
                  Holder pursuant to this net exercise;

         Y =      the  number  of  Shares  in  respect  of  which  the net issue
                  election is made

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         A =      the fair market value of one share of the Common  Stock at the
                  time the net issue election is made;

         B =      the  Exercise  Price  (as  adjusted  to  the  date  of the net
                  issuance).

For  purposes of this  Section 5, the fair  market  value of one share of Common
Stock (or,  to the  extent all such  Common  Stock has been  converted  into the
Company's  Common Stock) as of a particular date shall be determined as follows:
(i) if traded on a securities  exchange or through the Nasdaq  National  Market,
the  value  shall be  deemed  to be the  average  of the  closing  prices of the
securities  on such  exchange  over the thirty (30) day period  ending three (3)
days prior to the net exercise election;  (ii) if traded  over-the-counter,  the
value  shall be deemed  to be the  average  of the  closing  bid or sale  prices
(whichever is applicable)  over the thirty (30) day period ending three (3) days
prior to the net exercise;  and (iii) if there is no active public  market,  the
value shall be the fair market value thereof, as determined in good faith by the
Board of Directors of the Company.

         6.       CERTIFICATES FOR SHARES.  Upon  the  exercise  of the purchase
rights  evidenced by this Warrant,  one or more  certificates  for the number of
Shares so  purchased  shall be issued as soon as  practicable  thereafter  (with
appropriate restrictive legends, if applicable),  and in any event within thirty
(30) days of the delivery of the subscription notice.

         7.       ISSUANCE OF SHARES.  The  Company  covenants  that the Shares,
when issued  pursuant to the exercise of this Warrant,  will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.

         8.       ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  The number
of and kind of  securities  purchasable  upon  exercise of this  Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows:

         (a)      SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES. If the Company
                  shall  at  any  time  prior  to the expiration of this Warrant
                  subdivide  its  Common  Stock,  by  split-up or otherwise,  or
                  combine its  Common Stock, or issue  additional  shares of its
                  Common Stock or Common Stock as a dividend with respect to any
                  shares of its Common Stock, the number of Shares  issuable  on
                  the    exercise   of   this   Warrant   shall   forthwith   be
                  proportionately  increased  in  the  case  of a subdivision or
                  stock dividend,  or  proportionately  decreased in the case of
                  a combination.  Appropriate  adjustments shall also be made to
                  the  purchase  price  payable  per  share,  but  the aggregate
                  purchase  price  payable  for  the  total  number  of   Shares
                  purchasable  under this  Warrant  (as  adjusted)  shall remain
                  the same.  Any adjustment under this Section 8(a) shall become
                  effective at the close of business on the date the subdivision
                  or  combination  becomes  effective,  or as of the record date
                  of such  dividend,  or in the  event  that no  record  date is
                  fixed, upon the making of such dividend.

         (b)      RECLASSIFICATION, REORGANIZATION AND CONSOLIDATION.   In  case
                  of  any reclassification,  capital reorganization,  or  change
                  in the Common  Stock of the  Company  (other  than as a result
                  of a subdivision,  combination,  or  stock  dividend  provided
                  for  in Section 8(a) above),  then,  as a  condition  of  such
                  reclassification, reorganization,  or change, lawful provision
                  shall be made, and  duly  executed  documents  evidencing  the
                  same from the  Company or its successor shall be delivered  to
                  the  Holder, so that the  Holder shall  have the  right at any
                  time  prior to the expiration  of this  Warrant  to  purchase,
                  at  a total  price  equal  to that  payable  upon the exercise
                  of this Warrant, the kind and  amount of shares  of stock  and
                  other  securities  and property receivable in connection  with
                  such reclassification,  reorganization,  or change by a holder
                  of the  same  number

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                  of shares of Common Stock  as were purchasable  by the  Holder
                  immediately  prior  to  such reclassification, reorganization,
                  or  change.  In any  such  case appropriate  provisions  shall
                  be made with respect to the rights and  interest of the Holder
                  so that the  provisions hereof shall  thereafter be applicable
                  with respect to any shares of stock  or  other  securities and
                  property  deliverable  upon  exercise hereof,  and appropriate
                  adjustments shall  be made to the  purchase  price  per  share
                  payable  hereunder,  provided  the  aggregate  purchase  price
                  shall remain the same.

         (c)      NOTICE OF ADJUSTMENT.  When  any  adjustment is required to be
                  made in the number or kind of shares purchasable upon exercise
                  of  the  Warrant, or  in the  Warrant Price, the Company shall
                  promptly notify the holder of such  event and of the number of
                  shares  of  Common  Stock  or  other  securities  or  property
                  thereafter purchasable upon exercise of this Warrant.

         9.       NO FRACTIONAL SHARES OR SCRIP.  No  fractional shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant,  but in lieu of such  fractional  shares the Company  shall make a cash
payment therefor on the basis of the Exercise Price then in effect.

         10.      NO STOCKHOLDER RIGHTS.  Prior to exercise of this Warrant, the
Holder shall not be entitled to any rights of a stockholder  with respect to the
Shares,  including (without  limitation) the right to vote such Shares,  receive
dividends  or other  distributions  thereon,  exercise  preemptive  rights or be
notified of stockholder  meetings,  and such holder shall not be entitled to any
notice or other communication concerning the business or affairs of the Company.
However,  nothing in this  Section 10 shall  limit the right of the Holder to be
provided the Notices required under this Warrant.

         11.      TRANSFERS OF WARRANT.  Subject  to  compliance with applicable
federal and state  securities  laws,  this Warrant and all rights  hereunder are
transferable  in whole or in part by the  Holder to any  person  or entity  upon
written  notice to the Company.  The transfer  shall be recorded on the books of
the Company  upon the  surrender  of this  Warrant,  properly  endorsed,  to the
Company at its principal offices, and the payment to the Company of all transfer
taxes and other governmental charges imposed on such transfer. In the event of a
partial transfer, the Company shall issue to the holders one or more appropriate
new warrants.

         12.      SUCCESSORS AND ASSIGNS.  The  terms  and  provisions  of  this
Warrant and the Purchase Agreement shall inure to the benefit of, and be binding
upon,  the Company and the Holders  hereof and their  respective  successors and
assigns.

         13.      AMENDMENTS  AND  WAIVERS.  Any  term  of  this  Warrant may be

amended and the  observance  of any term of this  Warrant may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively), with the written consent of the Company and the Holder.

         14.      ASSUMPTION OF WARRANT.  If at any time, while this Warrant, or
any  portion  thereof,  is  outstanding  and  unexpired  there  shall  be (i) an
acquisition   of  the   Company  by  another   entity  by  means  of  a  merger,
consolidation,  or other transaction or series of related transactions resulting
in the exchange of the  outstanding  shares of the Company's  Capital Stock such
that  stockholders  of the Company prior to such  transaction  own,  directly or
indirectly, less than 50% of the voting power of the surviving entity, or (ii) a
sale or  transfer of all or  substantially  all of the  Company's  assets to any
other person,  then,  as a part of such  acquisition,  sale or transfer,  lawful
provision  shall be made so that the Holder  shall  thereafter  be  entitled  to
receive upon exercise of this Warrant,  during the period  specified  herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
acquisition,  sale or  transfer  which a holder of the shares  deliverable  upon
exercise  of  this  Warrant   would  have  been  entitled


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  to  receive  in  such
acquisition,  sale or transfer if this  Warrant had been  exercised  immediately
before such acquisition,  sale or transfer, all subject to further adjustment as
provided in this  Section ; and, in any such case,  appropriate  adjustment  (as
determined by the Company's Board of Directors) shall be made in the application
of the  provisions  herein  set forth with  respect to the rights and  interests
thereafter  of the  Holder  to the end  that the  provisions  set  forth  herein
(including  provisions  with respect to changes in and other  adjustments of the
number of Warrant Shares of the Holder is entitled to purchase) shall thereafter
by applicable,  as nearly as possible, in relation to any shares of Common Stock
or other securities or other property  thereafter  deliverable upon the exercise
of this Warrant.

         15.      NOTICES.  All notices required under this Warrant and shall be
deemed to have been given or made for all purposes (i) upon  personal  delivery,
(ii) upon  confirmation  receipt that the communication was successfully sent to
the applicable number if sent by facsimile; (iii) one day after being sent, when
sent by professional  overnight courier service, or (iv) five days after posting
when sent by registered or certified mail.  Notices to the Company shall be sent
to the  principal  office of the  Company (or at such other place as the Company
shall notify the Holder hereof in writing).  Notices to the Holder shall be sent
to the address of the Holder on the books of the Company (or at such other place
as the Holder shall notify the Company hereof in writing).

         16.      ATTORNEYS' FEES.  If  any action of law or equity is necessary
to enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable  attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.

         17.      REGISTRATION RIGHTS.  The Holder will have registration rights
as provided in a separate Registration Rights Agreement of even date herewith.

         18.      CAPTIONS.  The section and subsection headings of this Warrant
are  inserted  for  convenience  only and  shall not  constitute  a part of this
Warrant in construing or interpreting any provision hereof.

         19.      GOVERNING LAW.  This Warrant  shall be governed by the laws of
the State of Nevada as  applied to  agreements  among  residents  made and to be
performed entirely within the State of Nevada.

         IN  WITNESS  WHEREOF, caused  this Warrant to be executed by an officer
thereunto duly authorized.

                                       Crystalix Group International, Inc.

                                       By: /s/ KEVIN T. RYAN
                                          --------------------------------------
                                          Kevin T. Ryan, CFO

                                       By: /s/ PATTY HILL
                                          --------------------------------------
                                          Patty Hill, Secretary



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                               NOTICE OF EXERCISE


To:      [CORPORATION NAME]

         The undersigned hereby elects to [check applicable subsection]:

        (a)      Purchase  _______________  shares of Series ___ Common Stock of
------           ____________,  pursuant to the  terms of the  attached  Warrant
                 and payment of the Exercise Price per share required under such
                 Warrant accompanies this notice;

OR

        (b)      Exercise the attached Warrant for [all of the shares] [________
------           of  the  shares] [cross out  inapplicable  phrase]  purchasable
                 under the  Warrant  pursuant  to the net exercise provisions of
                 Section 5 of such Warrant.

         The  undersigned hereby represents and warrants that the undersigned is
acquiring such  shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.

                                            WARRANTHOLDER:


                                            ------------------------------------
                                            By:
                                               ---------------------------------
                                                  [NAME]

                                            Address:
                                                    ----------------------------

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



Date:
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Name in which shares should be registered:


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