ENTROPIN, INC.

COMMON STOCK WARRANT

NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

This certifies that Navidec Financial Services, Inc., a Colorado corporation (the Holder), for value received, is entitled to purchase from Entropin, Inc., a Delaware corporation (the Company), subject to the terms set forth below, up to 1,000,000 shares of the Companys Common Stock, no par value (the Warrant Shares), at a price of $0.25 per share (the Exercise Price) at any time or from time to time up to and including 5:00 p.m. (Pacific Time) on January 1, 2009 (the Expiration Date) upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly completed and signed and upon payment of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The number of Warrant Shares and the Exercise Price are subject to adjustment as provided in Section 3 of this Warrant. This Warrant is issued pursuant to that certain Business Consulting Agreement, dated December 11, 2003 (the Agreement), by and between the Company and the Holder.

This Warrant is issued subject to the following terms and conditions:

1.    Vesting Schedule.    Notwithstanding anything to the contrary in this Warrant, the Holder may only exercise prior to the Expiration Date that number of Warrant Shares that are Vested Warrant Shares. The Warrant Shares shall become Vested Warrant Shares as follows: (a) 50% of the Warrant Shares shall become Vested Warrant Shares on January 31, 2004, provided the Agreement has not been terminated on or before such date; and (b) the remaining 50% of the Warrant Shares shall become Vested Warrant Shares on March 31, 2004, provided the Agreement has not been terminated on or before such date.

2.    Exercise, Issuance of Certificates.    The Holder may exercise this Warrant on or prior to the Expiration Date, at any time or from time to time following, for all or any part of the Vested Warrant Shares (but not for a fraction of a share) which may be purchased hereunder, as that number may be adjusted pursuant to Section 5 of this Warrant. The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such Warrant Shares as of the close of business on the date

on which this Warrant shall have been surrendered, properly endorsed, the completed and executed Form of Subscription delivered, and payment made for such Warrant Shares (such date, a Date of Exercise). Certificates for the Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Companys expense as soon as practicable after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder hereof within a reasonable time a new Warrant or Warrants of like tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase.

3.    Payment of Exercise Price.    The Holder shall pay the Exercise Price by cash or immediately available funds, or the Holder may notify the Company in the Form of Subscription of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:

X = Y [(A-B)/A]

where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the number of Warrant Shares with respect to which this Warrant is being exercised.

A = the Fair Market Value of one share of Common Stock.

B = the per share Exercise Price.

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