THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE "ACTS"). NEITHER
THIS WARRANT NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, TRANSFERRED,  PLEDGED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
WITH RESPECT  HERETO UNDER ALL OF THE  APPLICABLE  ACTS OR AN OPINION OF COUNSEL
SATISFACTORY TO WULF INTERNATIONAL, LTD. (THE "COMPANY") TO THE EFFECT THAT SUCH
REGISTRATIONS ARE NOT REQUIRED.

                                     WARRANT

                    To Purchase _____ Shares of Common Stock
                                       of
                            Wulf International, Ltd.


         THIS IS TO  CERTIFY  THAT,  for value  received,  _____________  or its
permitted assigns,  is entitled,  subject to the terms and conditions herein set
forth,  to purchase from the Company,  at any time prior to the Expiration  Date
(as defined  below),  the number of shares of the Common Stock,  $0.01 par value
(the "Common Stock"),  of the Company set forth above upon payment therefor of a
purchase  price equal to $0.10 per share of Common Stock,  subject to adjustment
as set forth below (the "Exercise Price").

         Certain terms used in this Warrant are defined in Article I.

                                    ARTICLE I

                                  Terms Defined
                                  -------------

         As used in this Warrant,  unless the context  otherwise  requires,  the
following  terms have the respective  meanings set forth below or in the Section
indicated:

         Acts -- shall mean the Securities Act of 1933 and any applicable  state
securities or blue sky laws,  as they may be amended from time to time,  and the
rules  and  regulations  thereunder,  all as the same  shall be in effect at the
time.

         Board of Directors -- shall mean the Board of Directors of the Company.

         Common Stock -- shall mean the Company's Common Stock,  $0.01 par value
per share.

         Company -- shall mean Wulf International, Ltd., a Colorado corporation,
and its successors and assigns.

         Exercise  Price -- shall  mean the  purchase  price per share of Common
Stock payable by the holder hereof upon exercise of this Warrant.




<PAGE>

         Expiration  Date  --  shall  mean  5:00  p.m.  Dallas,  Texas  time  on
______________, 2000.

         Holder - shall mean the initial  registered  holder of this  Warrant or
the permitted assignees of such holder.

         Outstanding  -- when used with  reference  to Common Stock at any date,
shall mean all issued  shares of Common Stock at such date,  except  shares then
held in the treasury of the Company.

         Person -- shall mean any individual,  corporation,  partnership, trust,
organization, association or other entity or individual.

         Warrant -- shall mean this  Warrant and any  successor  or  replacement
Warrant delivered in accordance herewith.

         Warrant Office -- shall have the meaning set forth in Section 3.1.

         Warrant  Shares -- shall mean the shares of Common  Stock  purchased or
purchasable by the registered holder of this Warrant or the permitted  assignees
of such holder upon exercise hereof pursuant to Article II hereof.

                                   ARTICLE II

                               Exercise of Warrant
                               -------------------

         2.1 Term.  This  Warrant may be  exercised as a whole at any time or in
part from time to time on or before the Expiration Date.

         2.2 Method of  Exercise.  To exercise  this  Warrant,  the Holder shall
deliver to the Company,  at the Warrant  Office (a) a written notice in the form
of the Subscription Notice attached hereto, stating therein the election of such
Holder to exercise  this  Warrant in whole or in part in the manner  provided in
the  Subscription  Notice,  (b)  payment in full of the  Exercise  Price (in the
manner  described  below)  for the  number of  Warrant  Shares  to be  purchased
thereunder,  and (c) this Warrant.  This Warrant shall be deemed to be exercised
to the extent specified in the Subscription Notice on the date of receipt by the
Company of the  Subscription  Notice,  accompanied  by payment  for the  Warrant
Shares subscribed for and surrender of this Warrant, as aforesaid, and such date
is referred to herein as the "Exercise  Date".  Upon such exercise,  the Company
shall issue and deliver to such holder a certificate  for the full number of the
Warrant Shares  purchased by such Holder  hereunder,  against the receipt by the
Company of this Warrant and the total Exercise  Price payable  hereunder for all
such Warrant  Shares,  in  accordance  with Section 2.4 below.  Upon any partial
exercise of this Warrant,  the Company shall  forthwith  issue and deliver to or
upon the order of the exercising Holder a new Warrant of like tenor, in the name
of the Holder thereof,  or as such Holder may otherwise request,  calling in the
aggregate on the face or faces thereof for the number of Warrant Shares equal to
the number of such shares  called for on the face of the original  Warrant minus
the number of such shares  designated by the Holder in the  Subscription  Notice


                                       2


<PAGE>

(subject to appropriate  adjustments under Article IV). The person in whose name
the  certificate(s)  for  Common  Stock is to be issued  shall be deemed to have
become a holder of record of such Common Stock on the Exercise Date.

         2.3 Fractional  Shares.  No fractional shares of Common Stock are to be
issued upon the exercise of this Warrant,  but in lieu of such fractional share,
the Company shall make a cash payment  therefor equal to the Exercise Price then
in effect multiplied by such fractional share.

         2.4 Payment of Exercise  Price.  Upon  exercise  of this  Warrant,  the
Exercise  Price then in effect shall be payable,  at the Holder's  election,  by
delivering to the Company,  in accordance  with this Article II, a bank check or
wire  transfer of good funds in an amount  equal to the  Exercise  Price then in
effect  multiplied  by the number of Warrant  Shares with  respect to which this
Warrant is then being exercised.

                                   ARTICLE III

                            Warrant Office; Transfer
                            ------------------------

         3.1 Warrant  Office.  The Company shall  maintain an office for certain
purposes specified herein (the "Warrant  Office"),  which office shall initially
be the  Company's  office  address  set  forth in  Section  6.6  hereof  and may
subsequently be such other office of the Company or of any transfer agent of the
Common Stock in the  continental  United States as to which  written  notice has
previously been given to the Holder of this Warrant. The Company shall maintain,
at the Warrant  Office,  a register for the Warrant,  in which the Company shall
record the name and  address of the Person in whose name this  Warrant  has been
issued,  as well as the name  and  address  of each  permitted  assignee  of the
initial Holder hereof.

         3.2 Ownership of Warrant.  The Company may deem and treat the person in
whose  name  this  Warrant  is   registered  as  the  Holder  and  owner  hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Article III.

         3.3  Restrictions  on  Transfer of Warrants  and  Warrant  Shares.  The
Company agrees to maintain at the Warrant Office books for the  registration and
transfer of this Warrant. Subject to the restrictions on transfer of Warrants in
this Section 3.3, the Company, from time to time, shall register the transfer of
this Warrant in such books upon  surrender of this Warrant at the Warrant Office
properly  endorsed or  accompanied  by  appropriate  instruments of transfer and
written  instructions  for transfer  satisfactory to the Company.  Upon any such
transfer,  a new Warrant shall be issued to the transferee  and the  surrendered
Warrant  shall be canceled by the Company.  The Company  shall pay all expenses,
taxes  (other than  transfer or income  taxes  incurred by the Holder) and other
charges  payable in  connection  with the transfer of Warrants  pursuant to this
Section 3.3.

                  (a)  Restrictions  in  General.  Neither  the  Warrant nor the
         Warrant  Shares  shall  be  transferable  except  upon  the  conditions


                                       3

<PAGE>

         specified in this Section 3.3,  which  conditions  are intended,  among
         other things,  to insure  compliance with the provisions of the Acts in
         respect of the  exercise  or  transfer  of this  Warrant or transfer of
         Warrant  Shares.  The Holder agrees that it will neither  transfer this
         Warrant nor transfer  Warrant Shares before  delivery to the Company of
         the opinion of counsel  referred to in, and to the effect described in,
         Section  3.3(b),  or until  registration of this Warrant or the Warrant
         Shares under the Acts have become effective.

                  (b) Opinion of Counsel.  The Holder, by its acceptance of this
         Warrant,  agrees  that  prior to any  transfer  of this  Warrant or any
         transfer of the related Warrant Shares,  the Holder will deliver to the
         Company a statement  setting forth either the Holder's  intention  with
         respect to the disposition of any Warrant  Shares,  or the intention of
         the Holder's prospective  transferee with respect to its acquisition of
         this Warrant or of the Warrant  Shares  (whichever  is involved in such
         transfer),  in either  such case,  together  with a signed  copy of the
         opinion  of the  Holder's  counsel,  such  opinion  and  counsel  to be
         reasonably  acceptable to the Company,  to the effect that registration
         under the Acts in connection with such exercise or such transfer is not
         required.

                  (c) Termination of Restrictions. If, in the opinion of counsel
         to the  Holder,  a copy of which  shall be  furnished,  and  reasonably
         acceptable,  to the  Company,  this  Warrant may be freely  transferred
         pursuant  to the  provisions  of  Rule  144(k)  promulgated  under  the
         Securities Act of 1933, as amended,  or other applicable  provisions of
         the  Acts,  the  restrictions  set  forth  in this  Section  3.3  shall
         terminate  and, upon written  request by the Holder,  the Company shall
         cause the restrictive legends on the face hereof to be removed.

         3.4  Acknowledgment  of Rights.  The Company  will,  at the time of any
exercise of this Warrant in accordance  with the terms hereof,  upon the request
of the Holder,  acknowledge  in writing its  continuing  obligation to afford to
such Holder any rights to which such Holder shall  continue to be entitled after
such exercise in accordance  with the provisions of this Warrant,  provided that
if the Holder shall fail to make any such request, such failure shall not affect
the  continuing  obligation  of the  Company  to afford to such  Holder any such
rights.

         3.5  Expenses  of  Delivery  of  Warrants.  The  Company  shall pay all
expenses, taxes (other than transfer or income taxes incurred by the Holder) and
other charges payable in connection with the preparation,  issuance and delivery
of Warrants and related Warrant Shares hereunder.

                                   ARTICLE IV

                            Anti-Dilution Provisions
                            ------------------------

         4.1 Exercise of Warrant.  Each  Warrant  shall be  exercisable,  at the
option of the  Holder,  upon  payment to the  Company in cash of the  applicable
Exercise  Price,  into such number of shares of Common Stock as indicated on the
first page  hereof;  provided,  however,  such number of shares of Common  Stock
shall be adjusted from time to time as provided by this Article IV. Whenever the


                                       4

<PAGE>

Warrant Shares shall be adjusted as provided herein, the Company shall forthwith
file at the  Warrant  Office a statement  showing in detail the facts  requiring
such  adjustment  and the new number of shares  issuable that shall be in effect
after such adjustment, and the Company shall also cause a copy of such statement
to be given to the Holder.  Each such statement shall be signed by an officer of
the  Company.  Where  appropriate,  such copy may be given in advance and may be
included  as part of a notice  required  to be mailed  under the  provisions  of
Section 4.2(d).

         4.2 Adjustment for Dividends, Reclassification, Etc. The Exercise Price
and the total number of Warrant Shares shall be subject to adjustment  from time
to time as follows:

                  (a) Consolidation, Merger, Sale, Conveyance. If the Company at
         any time  shall  consolidate  or merge  with,  or sell or convey all or
         substantially all of its assets to, any other corporation, this Warrant
         shall  thereafter  entitle the Holder to purchase at the Exercise Price
         then in effect  such number and kind of  securities  as would have been
         issuable or  distributable  on account of such  consolidation,  merger,
         sale  or  conveyance  upon  or  with  respect  to  the  Warrant  Shares
         immediately prior to such  consolidation,  merger,  sale or conveyance.
         The   Company   shall   take  such  steps  in   connection   with  such
         consolidation, merger, sale or conveyance as may be necessary to assure
         that the provisions hereof shall thereafter be applicable, as nearly as
         reasonably may be, in relation to any securities or property thereafter
         deliverable upon the exercise of this Warrant. The foregoing provisions
         shall similarly apply to successive transactions of a similar nature by
         any such successor or purchaser. Without limiting the generality of the
         foregoing,  the  adjustment  provisions  hereof  shall  apply  to  such
         securities of such successor or purchaser after any such consolidation,
         merger, sale or conveyance.

                  (b) Stock  Dividend,  Reclassification,  etc.  If the  Company
         shall (i) pay a  dividend  in or make a  distribution  of shares of its
         capital stock,  (ii) subdivide its outstanding  shares of Common Stock,
         (iii)  combine its  outstanding  shares of Common  Stock into a smaller
         number  of  shares of Common  Stock,  or (iv)  issue any  shares of its
         capital stock in a reclassification  of its Common Stock (including any
         such  reclassification  in connection with a consolidation or merger in
         which the Company is the continuing corporation),  the number of shares
         purchasable  upon  exercise of this Warrant  immediately  prior thereto
         shall be adjusted so that the Holder of this Warrant  shall be entitled
         to  receive  the kind and number of shares or other  securities  of the
         Company  which such Holder would have owned or would have been entitled
         to receive  after the happening of any of the events  described  above,
         had this Warrant been exercised  immediately  prior to the happening of
         such event or any record date with respect thereto.  An adjustment made
         pursuant to this  subparagraph (b) shall become  effective  immediately
         after the effective date of such event  retroactive to the record date,
         if any, for such event.

                  (c)  Adjustment  of  Purchase  Price.  Whenever  the number of
         Warrant  Shares is  adjusted as herein  provided,  the  Exercise  Price
         payable upon exercise of this Warrant shall be adjusted by  multiplying
         the Exercise Price  immediately prior to such adjustment by a fraction,
         of which the numerator shall be the number of Warrant Shares subject to
         this Warrant  immediately  prior to such  adjustment,  and of which the


                                       5

<PAGE>

         denominator  shall be the  number of  Warrant  Shares  subject  to this
         Warrant immediately thereafter.

                  (d) Written Notice. On the occurrence of an event requiring an
         adjustment of the Exercise Price or the number of Warrant  Shares,  the
         Company shall  forthwith  give written notice to the Holder stating the
         adjusted  Exercise Price and the adjusted number and kind of securities
         purchasable  hereunder  resulting  from the event and setting forth the
         method of calculation. The Board of Directors of the Company, acting in
         good faith, shall determine the calculation.

         4.3. Costs. The Company shall pay all documentary,  stamp,  transfer or
other  transactional taxes attributable to the issuance or delivery of shares of
Common Stock upon exercise of this Warrant; provided,  however, that the Company
shall not be  required  to pay any taxes  which may be payable in respect of any
transfer involved in the issuance or delivery of any certificate for such shares
in a name  other  than that of the  registered  Holder in  respect of which such
shares are being issued.

                                    ARTICLE V

                            Covenants of the Company
                            ------------------------

         The Company will not, by amendment of its Certificate of  Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all  times in good  faith  assist  in the  carrying  out of all such
terms. Without limiting the generality of the foregoing, the Company:

                  (a) shall at all times reserve and keep available,  so long as
         this Warrant  remains  outstanding,  free from preemptive  rights,  the
         number  of  shares of  Common  Stock  equal to the  number of shares of
         Common  Stock to be issued  upon the  exercise  of all of the  Warrants
         issued and outstanding; and

                  (b)  will  take  all  such  action  as  may  be  necessary  or
         appropriate  in order that the Company  may  validly and legally  issue
         fully paid and nonassessable shares of such shares of Common Stock upon
         the exercise of this Warrant.


                                   ARTICLE VI

                                  Miscellaneous
                                  -------------

         6.1 Entire  Agreement.  This  Warrant  contains  the  entire  agreement
between  the  Holder  and  the  Company  with  respect  to  the  Warrant  Shares
purchasable upon exercise hereof and the related transactions and supersedes all
prior arrangements or understanding with respect thereto.


                                       6

<PAGE>


         6.2 Governing Law.  This Warrant shall  be  interpreted, construed  and
governed by the laws of the State of Texas.

         6.3 Waiver and Amendment.  Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits  thereof,  and
any term or provision of this Warrant may be amended or supplemented at any time
by agreement  of a majority of the holders of Warrants  and the Company,  except
that any waiver of any term or condition,  or any amendment or  supplementation,
of this Warrant must be in writing.  No course of dealing between the Holder and
any other  party  hereto or any  failure  or delay on the part of the  Holder in
exercising  any rights or remedies  hereunder  shall  operate as a waiver of any
rights or remedies of the Holder under this or any other applicable  instrument.
No single or partial exercise of any rights or remedies  hereunder shall operate
as a waiver or preclude the exercise of any other rights or remedies  hereunder,
and a waiver of any breach or failure to enforce any of the terms or  conditions
of this  Warrant  shall not in any way affect,  limit or waive a party's  rights
hereunder at any time to enforce strict compliance thereafter with every term or
condition of this Warrant.

         6.4  Severability.  Any  provision  contained in this Warrant  which is
prohibited or  unenforceable  by law shall be  ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
contained in this Warrant.

         6.5  Copy of Warrant.  A copy of this Warrant shall be filed  among the
records of the Company.

         6.6 Notices.  Any notices or communications  under this Agreement shall
be given by any of the following means: (i) registered, certified or first class
mail; (ii) hand delivery; or (iii) telex,  telecopy or telegram.  Such notice or
communication  shall be sent to the  respective  parties at the  address  listed
below. Except as expressly provided herein,  notice shall be deemed to have been
given when sent to or refused by the party to whom notice is being given. Notice
given by first  class mail shall be deemed  received on the third  business  day
following the date on which it is mailed.  Communication  by telex,  telecopy or
telegram  shall  be  confirmed  by  posting  a copy of the  same by  registered,
certified  or  first  class  mail  in an  envelope  properly  addressed  to  the
respective parties at the address listed below:

         If to the Company:            Wulf International, Ltd.
                                       5200 Keller Springs Road
                                       Suite 1131
                                       Dallas, Texas 75248
                                       Telecopy No. (972) 233-0967
                                       Attn: Chief Executive Officer

         If to the holder hereof:
                                       ___________________________
                                       ___________________________
                                       ___________________________
                                       ___________________________



                                       7

<PAGE>


Any party may, by written notice to the others, change the representative or the
address to which such notices and communications are to be sent.

         6.7  Limitation of Liability;  Not  Shareholders.  No provision of this
Warrant  shall be  construed  as  conferring  upon the Holder the right to vote,
consent,  receive  dividends or receive  notices other than as herein  expressly
provided in respect of meetings of shareholders for the election of directors of
the Company or any other matter  whatsoever as a shareholder of the Company.  No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares  of  Common  Stock,  and no mere  enumeration  herein  of the  rights  or
privileges  of the Holder,  shall give rise to any  liability of such Holder for
the  purchase  price of any shares of Common  Stock or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         6.8 Exchange of Warrants.  Subject to the terms hereof,  upon surrender
for  exchange of this  Warrant to the  Company,  the Company at its expense will
promptly  issue and  deliver to or upon the order of the Holder a new Warrant of
like tenor, in the name of such Holder or as such Holder may direct,  calling in
the aggregate for the purchase of the number of shares of the Common Stock to be
issued upon the exercise of this Warrant so  surrendered.  The Company shall pay
all taxes  (other than  securities  transfer  taxes) and all other  expenses and
charges  payable in connection with the  preparation,  execution and delivery of
Warrants pursuant to this Section 6.8.

         6.9  Replacement of Warrant.  Upon receipt of evidence  satisfactory to
the Company of the loss, theft,  mutilation or destruction of this Warrant,  and
in the case of any such loss, theft or destruction upon delivery of an agreement
of indemnity in such form and amount as shall be reasonably  satisfactory to the
Company,  or in the event of such mutilation upon surrender and  cancellation of
this Warrant,  the Company will make and deliver a new Warrant of like tenor, in
the name of the Holder,  in lieu of such lost,  stolen,  destroyed  or mutilated
Warrant.  This  Warrant  shall be  promptly  canceled  by the  Company  upon the
surrender  hereof in connection  with any exchange or  replacement.  The Company
shall  pay all  taxes  (other  than  securities  transfer  taxes)  and all other
expenses and charges payable in connection with the  preparation,  execution and
delivery of Warrants pursuant to this Section 6.9.

         6.10 Headings.  The Article and Section and other  headings  herein are
for convenience only and are not a part of this Warrant and shall not affect the
interpretation thereof.








                                       8


<PAGE>


         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
as of the _____ day of ____________, 199______.

                                         WULF INTERNATIONA, LTD.


                                         By:   _______________________
                                               George Wulf
                                               Chief Executive Officer













                                       9


<PAGE>


                               SUBSCRIPTION NOTICE
                               -------------------


         The undersigned,  the holder of the foregoing Warrant, hereby elects to
exercise  purchase  rights  represented  by said  Warrant  for,  and to purchase
thereunder,  ______________  shares of the Common Stock  covered by said Warrant
and herewith makes payment in full thereof,  and requests (a) that  certificates
for such  shares  (and any  securities  or other  property  issuable  upon  such
exercise) be issued in the name of, and  delivered  to, , and (b) if such shares
shall not include all of the shares issuable as provided in said Warrant, that a
new  Warrant of like  tenor and date,  in the name of the  undersigned,  for the
balance of the shares issuable thereunder be delivered to the undersigned.





                                        Dated:             , 19_____







                                       10



<PAGE>


                                   ASSIGNMENT

         For value  received,__________________________________________________,
hereby sells,  assigns and transfers unto the within Warrant,  together with all
right,  title and interest  therein and does hereby  irrevocably  constitute and
appoint  attorney,  to transfer  said Warrant on the books of the Company,  with
full power of substitution.





                                               Dated:          , 19_____












                                       11