REOSTAR ENERGY CORP - Exhibit 10.3






EXHIBIT 10.3





THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. THIS WARRANT AND, IF EXERCISED, THE UNDERLYING SHARES OF COMMON
STOCK, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED. 

 

  

REOSTAR ENERGY CORPORATION 

  WARRANT TO PURCHASE COMMON STOCK 

   


	No. 	 	
       ________, 2007

    
	 	
      Void after ________, 2009 

    	 








THIS CERTIFIES THAT, for value received ______________ residing at _______________
or his assigns (the "Holder"), is entitled to subscribe for and purchase at the
Exercise Price (defined below) from REOSTAR ENERGY CORPORATION, a Nevada corporation,
or its successor entity (the "Corporation") an amount of common stock equal to
__________ shares. 



1. Definitions. AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING RESPECTIVE
MEANINGS: 



(a) "Exercise Period" shall mean the period commencing with the date hereof and
ending two years from the date hereof, unless sooner terminated as provided below.




(b) "Exercise Price" shall mean $1.50 per share, subject to adjustment pursuant
to Section 5 below. 



(c) "Exercise Shares" shall mean the shares of Common Stock issuable upon exercise
of this Warrant. 



2. Exercise of Warrant. The rights represented by this Warrant may be exercised
in whole or in part at any time during the Exercise Period, by delivery of the
following to the Corporation at its address set forth above (or at such other
address as it may designate by notice in writing to the Holder): 



(a) An executed Notice of Exercise in the form attached hereto; 



(b) Payment of the Exercise Price either in cash or by check; and 



(c) This Warrant. 








  

Upon the exercise of the rights represented by this Warrant, a
certificate or certificates for the Exercise Shares so purchased, registered in
the name of the Holder or persons affiliated with the Holder, if the Holder so
designates, shall be issued and delivered to the Holder within a reasonable time
after the rights represented by this Warrant shall have been so exercised. 



The person in whose name any certificate or certificates for Exercise Shares are
to be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was surrendered
and payment of the Exercise Price was made, irrespective of the date of delivery
of such certificate or certificates, except that, if the date of such surrender
and payment is a date when the stock transfer books of the Corporation are closed,
such person shall be deemed to have become the holder of such shares at the close
of business on the next succeeding date on which the stock transfer books are
open. 



3. Covenants of the Corporation. 



3.1 Covenants as to Exercise Shares. The Corporation covenants and agrees that
all Exercise Shares that may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance, be validly issued and outstanding, fully
paid and nonassessable, and free from all taxes, liens and charges with respect
to the issuance thereof. Subject to the immediately preceding paragraph, the Corporation
further covenants and agrees that the Corporation will at all times during the
Exercise Period, have authorized and reserved, free from preemptive rights, a
sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant. If at any time during the Exercise Period
the number of authorized but unissued shares of Common Stock shall not be sufficient
to permit exercise of this Warrant, the Corporation will take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes. 



3.2 No Impairment. Except and to the extent as waived or consented to by the Holder,
the Corporation will not, by amendment of its Articles 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 to be observed or performed hereunder
by the Corporation, but will at all times in good faith assist in the carrying
out of all the provisions of this Warrant and in the taking of all such action
as may be necessary or appropriate in order to protect the exercise rights of
the Holder against impairment. 



3.3 Notices of Record Date. In the event of any taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or other
distribution, the Corporation shall mail to the Holder, at least ten (10) days
prior to the date specified herein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend or distribution. 








4. Representations of Holder. 



4.1 Acquisition of Warrant for Personal Account. The Holder represents and warrants
that it is acquiring the Warrant solely for its account for investment and not
with a view to or for sale or distribution of said Warrant or any part thereof.
The Holder also represents that the entire legal and beneficial interests of the
Warrant and Exercise Shares the Holder is acquiring is being acquired for, and
will be held for, its account only. 



4.2 Securities Are Not Registered. 



(a) The Holder understands that the Warrant and the Exercise Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), on the basis
that no distribution or public offering of the stock of the Corporation is to
be effected. The Holder realizes that the basis for the exemption may not be present
if, notwithstanding its representations, the Holder has a present intention of
acquiring the securities for a fixed or determinable period in the future, selling
(in connection with a distribution or otherwise), granting any participation in,
or otherwise distributing the securities. The Holder has no such present intention.




(b) The Holder recognizes that the Warrant and the Exercise Shares must be held
indefinitely unless they are subsequently registered under the Act or an exemption
from such registration is available. 



(c) The Holder is aware that neither the Warrant nor the Exercise Shares may be
sold pursuant to Rule 144 adopted under the Act unless certain conditions are
met, including, among other things, the existence of a public market for the shares,
the availability of certain current public information about the Corporation,
the resale following the required holding period under Rule 144 and the number
of shares being sold during any three month period not exceeding specified limitations.




4.3 Disposition of Warrant and Exercise Shares. The Holder understands and agrees
that all certificates evidencing the shares to be issued to the Holder may bear
the following legend: 



	 	 	THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, UNLESS AN EXEMPTION
      FROM REGISTRATION IS AVAILABLE. 


 

5. Adjustment of Exercise Price. In the event of changes in the outstanding Common
Stock of the Corporation by reason of stock dividends, split-ups, recapitalizations,
reclassifications, combinations or exchanges of shares, separations, reorganizations,
liquidations, or the like prior to the exercise of this Warrant (or portion thereof),
the number and class of shares available under the Warrant (or portion thereof)
in the aggregate and the Exercise Price shall be correspondingly adjusted to give
the 










Holder of the Warrant (or portion thereof), on exercise for the
same aggregate Exercise Price, the total number, class, and kind of shares as
the Holder would have owned had the Warrant (or portion thereof) been exercised
immediately prior to the event and had the Holder continued to hold such shares
until after the event requiring adjustment. The form of this Warrant need not
be changed because of any adjustment in the number of Exercise Shares subject
to this Warrant. 



6. Fractional Shares. No fractional shares shall be issued upon the exercise of
this Warrant as a consequence of any adjustment pursuant hereto. All Exercise
Shares (including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance
of any fractional share. If, after aggregation, the exercise would result in the
issuance of a fractional share, the Corporation shall, in lieu of issuance of
any fractional share, pay the Holder otherwise entitled to such fraction a sum
in cash equal to the product resulting from multiplying the then current fair
market value of an Exercise Share by such fraction. 



7. No Stockholder Rights. This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Corporation.




8. Transfer of Warrant. Subject to applicable laws, the restriction on transfer
set forth on the first page of this Warrant, this Warrant and all rights hereunder
are transferable, by the Holder in person or by duly authorized attorney, upon
delivery of this Warrant and the form of assignment attached hereto to any transferee
designated by Holder. The transferee shall sign an investment letter in form and
substance satisfactory to the Corporation. 



9. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen,
mutilated or destroyed, the Corporation may, on such terms as to indemnity or
otherwise as it may reasonably impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination
and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new
Warrant shall constitute an original contractual obligation of the Corporation,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
be at any time enforceable by anyone. 












10. Notices, etc. All notices and other communications required
or permitted hereunder shall be in writing and shall be sent by telex, telegram,
express mail or other form of rapid communications, if possible, and if not then
such notice or communication shall be mailed by first-class mail, postage prepaid,
addressed in each case to the party entitled thereto at the following addresses:
(a) if to the Corporation, to ReoStar Energy Corporation, Attention: Chief Executive
Officer, at 5416 Birchman Ave., Fort Worth, Texas 75107 and (b) if to the Holder,
________________ residing at ___________________________, or at such other address
as one party may furnish to the other in writing. Notice shall be deemed effective
on the date dispatched if by personal delivery, telecopy, telex or telegram, two
days after mailing if by express mail, or three days after mailing if by first-class
mail. 



11. Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance
of and agreement to all of the terms and conditions contained herein. 



12. Governing Law. This Warrant and all rights, obligations and liabilities hereunder
shall be governed by the laws of the State of California. 



IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
its duly authorized officer as of the date first set forth above. 







	 	REOSTAR ENERGY CORPORATION 
	 	

        
	 	By: 

      Name: Mark S. Zouvas 

      Title: Chief Executive Officer 











NOTICE OF EXERCISE



TO: REOSTAR ENERGY CORPORATION 



(1) The undersigned hereby elects to purchase ______________ shares of the Common
Stock of REOSTAR ENERGY CORPORATION (the "Corporation") pursuant
to the terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any. 



(2) Please issue a certificate or certificates representing said shares of Common
Stock in the name of the undersigned or in such other name as is specified below:




________________________

  (Name)

  ________________________ 

  

  ________________________ 

  (Address)





(3) The undersigned represents that (i) the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not with
a view to, or for resale in connection with, the distribution thereof and that
the undersigned has no present intention of distributing or reselling such shares;
(ii) the undersigned is aware of the Corporation's business affairs and financial
condition and has acquired sufficient information about the Corporation to reach
an informed and knowledgeable decision regarding its investment in the Corporation;
(iii) the undersigned is experienced in making investments of this type and has
such knowledge and background in financial and business matters that the undersigned
is capable of evaluating the merits and risks of this investment and protecting
the undersigned's own interests; (iv) the undersigned understands that the shares
of Common Stock issuable upon exercise of this Warrant as of the date of the issuance
of the Warrant have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), by reason of a specific exemption from the registration
provisions of the Securities Act, which exemption depends upon, among other things,
the bona fide nature of the investment intent as expressed herein, and, because
such securities have not been registered under the Securities Act, they must be
held indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available; (v) the undersigned is aware that
the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted
under the Securities Act unless certain conditions are met and until the undersigned
has held the shares for the number of years prescribed by Rule 144, that among
the conditions for use of the Rule is the availability of current information
to the public about the Corporation; and (vi) the undersigned agrees not to make
any disposition of all or any part of the aforesaid shares of Common Stock unless
and until there is then in effect a registration statement under the Securities
Act covering such proposed disposition and such disposition is made in 










accordance with said registration statement, or the undersigned has provided the
Corporation with an opinion of counsel satisfactory to the Corporation, stating
that such registration is not required. 




	_________________________________ 

      (Print Name) 	 	____________________________ 

      (Signature) 


 

Date: ____________________________ 













ASSIGNMENT FORM 

  

  (To assign the foregoing Warrant, 

  execute this form and supply 

  required information. Do not use 

  this form to purchase shares.)





FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to 



Name:   _________________________________________________________________________________________________________


(Please Print)





Address: ________________________________________________________________________________________________________


(Please Print)





Dated: _________________ 



Holder's Signature: _____________________________________ 



Holder's Address: _____________________________________ 

                           
_____________________________________ 






 The signature to this Assignment Form must correspond with the
name as it appears on the face of the Warrant, without alteration or enlargement
or any change whatever. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.