EXHIBIT 10.23

             AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK
                            ISSUED TO CMKXTREME.COM

<PAGE>




THIS WARRANT AND THE SHARES ISSUABLE  HEREUNDER HAVE NOT BEEN  REGISTERED  UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED
OR OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION  THEREOF UNDER SUCH
ACT OR  PURSUANT  TO RULE 144 UNDER THE ACT OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO THE  CORPORATION  AND ITS COUNSEL THAT SUCH  REGISTRATION IS NOT
REQUIRED.


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


         This   Amended  and  Restated  Warrant   ("Warrant")   is   issued   to
CMKTREME.COM,   or  its  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 a  Convertible  Promissory  Note dated as of September 23, 2004 (the "Note"),
for the principal  amount of Two Million and 00/100 Dollars  ($2,000,000).  This
Warrant  fully  amends and  restates a certain  Warrant  issued to Holder by the
Company dated September 23, 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 Two
Million Five Hundred Thousand (2,500,000) 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 September 23, 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:

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                                    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

         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.


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<PAGE>

         (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 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.      LEGENDS.  This Warrant and the Shares (or any other securities
issuable upon exercise or conversion of this Warrant) will be imprinted with all
legends required by applicable  federal and state  securities laws,  including a
legend in substantially the following form:

THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  AND  MAY  NOT  BE  SOLD, PLEDGED  OR  OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 UNDER SUCH
ACT OR AN OPINION  OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

         12.      COMPLIANCE WITH SECURITIES LAWS ON TRANSFER.  The  Holder,  by
acceptance  of  this  Warrant,   represents  and  warrants  that  Holder  is  an
"accredited  investor" as such term is defined under Rule 501 of Regulation D of
the Act and that this Warrant and the Shares or other  securities  issuable upon
exercise  or  conversion  of this  Warrant  are being  acquired  solely  for the
Holder's own account,  for investment,  and not as a nominee for any other party
and not with a view toward distribution or resale.  Holder further  acknowledges
and agrees that this Warrant and the Shares or other  securities  issuable  upon
exercise of this Warrant may not be


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<PAGE>

transferred  or  assigned  in whole or in part  unless  in  compliance  with all
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee   (including,   without   limitation,   the  delivery  of  investment
representation  letters  and  legal  opinions  reasonably  satisfactory  to  the
Company).  The  Company  will not  require  the  Holder to provide an opinion of
counsel  if there is no  material  question  as to the  availability  of current
information as required by Rule 144(c) of the Act, the Holder represents that it
has complied with Rule 144(d) and (e) in reasonable  detail,  the selling broker
represents  that it has complied  with Rule 144(f),  and the Company is provided
with a copy of the Holder's notice of proposed sale.

         13.    COMPLIANCE WITH SECURITIES DISCLOSURE AND REPORTING OBLIGATIONS.
The Holder  represents and warrants that Holder  understands that the Company is
subject to disclosure and reporting  obligations  under the Securities  Exchange
Act of  1934,  as  amended  (the  "Exchange  Act"),  and  that  Holder  may have
disclosure  and  reporting  obligations  under the Exchange Act depending on its
beneficial  ownership  of the Shares.  The Holder  acknowledges  and agrees that
Holder  is  solely  responsible  for  complying  with  any and  all of  Holder's
disclosure  and  reporting  obligations  under the  Exchange Act and all related
costs and expenses.

         14.      REGULATION FD.  The  Holder covenants  and agrees that it will
maintain in confidence  all  material,  nonpublic  information  disclosed by the
Company.

         15.      MARKET STAND-OFF.  The  Holder, by  acceptance of this Warrant
and any Shares or other securities  issuable upon exercise or conversion of this
Warrant,  may not offer, sell, transfer or otherwise dispose or agree to dispose
of this Warrant, the Shares or any securities of the Company,  during any period
requested by the Company in connection with the public offering of the Company's
securities.

         16.    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.

         17.     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.

         18.     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  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

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<PAGE>

possible, in relation to any shares of Common Stock or other securities or other
property thereafter deliverable upon the exercise of this Warrant.



         19.      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).

         20.      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.

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

         22.      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.

         23.      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,  the Company has caused this Warrant to be executed
by an officer thereunto duly authorized.

                                        Crystalix Group International, Inc.

                                        By:
                                           -------------------------------------
                                            Kevin T. Ryan, President

                                        By:
                                           -------------------------------------
                                           Patty Hill, Secretary






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<PAGE>


                               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  represents  it is an "accredited investor" within the
meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended
(the "Act"), and that it is acquiring the shares solely for its own account, not
as a nominee or agent,  and not with a view toward the resale or distribution of
any part thereof  except in compliance  with  applicable  securities  laws.  The
undersigned has no present intention of selling,  granting any participation in,
or otherwise distributing the same except pursuant to registration under the Act
or an exemption  therefrom.  The undersigned further represents that it does not
have any  contract,  undertaking,  agreement or  arrangement  with any person to
sell,  transfer or grant  participation  to such person or to any third  person,
with respect to the shares covered by the Warrant.  The undersigned  believes it
has  received all the  information  it considers  necessary or  appropriate  for
deciding whether to purchase the shares.

         The  undersigned  understands  that  the  shares  are  characterized as
"restricted  securities" under the federal  securities laws inasmuch as they are
being acquired from the Company in transactions  not involving a public offering
and that under  such laws and  applicable  regulations  such  securities  may be
resold   without   registration   under  the  Act,   only  in  certain   limited
circumstances.  In  this  connection,  the  undersigned  represents  that  it is
familiar with Rule 144 under the Act, as presently in effect, and understand the
resale limitations imposed thereby and by the Act.

         The undersigned acknowledges and agrees that it is accepting the shares
subject to all of the terms and conditions  set forth in the Warrant,  including
the market stand-off provisions, and the documents contemplated thereby.

                                      WARRANT HOLDER:



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

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

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



Date:
     -------------------------------

Name in which shares should be registered:


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