Exhibit 10.2


THIS WARRANT  CERTIFICATE AND THE UNDERLYING  SHARES OF COMMON STOCK REPRESENTED
BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,  AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,  THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE  SECURITY  BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE
LATER OF (i) OCTOBER 31, 2005,  AND (ii) THE DATE THE ISSUER  BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY

                                October 31, 2005

                              CALIBRE ENERGY, INC.

                          COMMON STOCK PURCHASE WARRANT

Void after October 31, 2007, and subject to earlier  termination  upon the terms
and conditions set forth herein

     THIS  WARRANT  (the  "Warrant")  entitles  ______________   (including  any
successors  or assigns,  the  "Holder"),  for value  received,  to purchase from
CALIBRE ENERGY,  INC., a Delaware  corporation (the "Company"),  at any time and
from time to time, subject to the terms and conditions set forth herein,  during
the period  starting from 5:00 a.m. on the Initial  Exercise Date (as defined in
Section 1 below) to 5:00 p.m.,  Eastern time, on the Expiration Date (as defined
in Section 1 below),  immediately following which time this Warrant shall expire
and become void, all or any portion of the Warrant Shares (as defined in Section
1 below) at the Exercise Price (as defined in Section 1 below). This Warrant has
been issued to Holder pursuant to the terms of a Subscription  Agreement of even
date herewith by and between the Company and the Holder.  This Warrant is issued
subject to the following terms and conditions:

     1. Definitions. As used in this Warrant, the following terms shall have the
respective  meanings set forth below or elsewhere in this Warrant as referred to
below:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person. For the purposes of this Warrant, "control,"
when used with  respect  to any  specified  Person  means the power to direct or
cause the direction of the management  and policies of such Person,  directly or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise;   and  the  terms   "controlling"   and  "controlled"  have  meanings
correlative to the foregoing.

     "Business  day"  (whether  such term is  capitalized  or not) means any day
except Saturday,  Sunday and any day which shall be a federal legal holiday or a
day on which banking institutions in the State of New York or the State of Texas
are authorized or required by law or other governmental action to close.

<PAGE>


     "Common Stock" means the common stock,  $0.001 par value per share,  of the
Company  (including  any  securities  into which or for which such shares may be
exchanged for, or converted into,  pursuant to any stock dividend,  stock split,
stock combination, recapitalization,  reclassification,  reorganization or other
similar event).

     "Company" has the meaning set forth in the preamble hereof.

     "Exercise Price" means initially the Initial Exercise Price, as such amount
may be adjusted from time to time pursuant to Section 3 hereof.

     "Expiration Date" means October 31, 2007.

     "Fair  Market  Value"  shall  mean on any date (i) if the  Common  Stock is
quoted on Nasdaq or listed  on a  national  securities  exchange,  then the last
reported  sale  price  per  share of  Common  Stock on  Nasdaq  or any  national
securities  exchange in which such Common Stock is quoted or listed, as the case
may be, on such date or, if no such sale price is  reported  on such date,  such
price on the next preceding business day in which such price was reported,  (ii)
if the Common  Stock is actively  traded  over-the-counter,  then the last sales
price  quoted,  if  determinable,  or, if not  determinable,  the average of the
closing bid and asked  prices  quoted on the OTCBB (or  similar  system) on such
date or (iii) if such Common Stock is not traded,  quoted or listed on Nasdaq or
any national securities exchange or the  over-the-counter  market, then the fair
market  value of a share of Common  Stock,  as  determined  in good faith by the
Board of Directors of the Company.

     "Holder" has the meaning set forth in the preamble of hereof.

     "Initial Exercise Date" means the date hereof.

     "Initial Exercise Price" means $0.75 per share of Common Stock.

     "OTCBB" means the OTC Bulletin Board.

     "Person"  (whether  or  not  capitalized)  means  an  individual,   entity,
partnership,  limited liability company, corporation,  association, trust, joint
venture,   unincorporated   organization,   and  any  government,   governmental
department or agency or political subdivision thereof.

     "Registration  Rights  Agreement"  means that certain  Registration  Rights
Agreement,  dated as of the date hereof, as it may be amended from time to time,
by and among the Company and the "Holders" (as such term is defined therein).

     "SEC" means the United States Securities and Exchange Commission.

     "Warrants"  means  this  Warrant  and  any  other  warrants,  substantially
identical   hereto,   to   purchase   Common   Stock   issued  by  the   Company
contemporaneously herewith to other Persons.

                                       2
<PAGE>


     "Warrant Shares" means [____] shares of Common Stock, subject to adjustment
in accordance with Section 3 below.

     2. Exercise of Warrant.

          2.1 Method of Exercise; Payment.

          (a) Cash Exercise.  Subject to all of the terms and conditions hereof,
     this  Warrant may be  exercised,  in whole or in part,  with respect to any
     Warrant  Shares,  at any time  and  from  time to time  during  the  period
     commencing on the Initial  Exercise  Date and ending at 5:00 p.m.,  Eastern
     Time, on the  Expiration  Date, by surrender of this Warrant to the Company
     at its principal office, accompanied by a subscription substantially in the
     form attached  hereto,  executed by the Holder and  accompanied by (a) wire
     transfer of immediately  available  funds or (b) certified or official bank
     check  payable  to the order of the  Company,  in each  case in the  amount
     obtained  by  multiplying  (i) the number of  Warrant  Shares for which the
     Warrant is being exercised, as designated in such subscription, by (ii) the
     Exercise  Price.  Thereupon,  the Holder  shall be  entitled to receive the
     number of duly  authorized,  validly issued,  fully paid and  nonassessable
     Warrant Shares determined as provided for herein.

          (b)  Cashless  Exercise/Conversion.  Subject  to all of the  terms and
     conditions hereof (including the vesting  provisions set forth below),  the
     Holder shall have the right to convert this  Warrant,  in whole or in part,
     with  respect  to any  Warrant  Shares,  at any time and from  time to time
     during the period  commencing  on the Initial  Exercise  Date and ending at
     5:00 p.m.,  Eastern  Time,  on the  Expiration  Date,  by surrender of this
     Warrant to the Company at its principal office, accompanied by a conversion
     notice  substantially in the form attached hereto,  executed by the Holder.
     Thereupon,  the  Holder  shall be  entitled  to  receive  a number  of duly
     authorized,  validly issued,  fully paid and  nonassessable  Warrant Shares
     equal to:

               (i) (A) (x) the number of Warrant  Shares  (subject to adjustment
               as  provided  in  Section 3 hereof)  which such  Holder  would be
               entitled to receive upon  exercise of such Warrant for the number
               of Warrant Shares  designated in such conversion  notice (without
               giving  effect  to  any  adjustment   thereof  pursuant  to  this
               subsection), multiplied by (y) the Fair Market Value of each such
               Warrant Share so receivable upon such exercise

               minus

                    (B) (x) the number of Warrant Shares  (subject to adjustment
                    as provided in Section 3 hereof)  which such Holder would be
                    entitled to receive  upon  exercise of such  Warrant for the
                    number  of  Warrant  Shares  designated  in such  conversion
                    notice  (without  giving  effect to any  adjustment  thereof
                    pursuant to this subsection), multiplied by (y) the Exercise
                    Price

                                       3
<PAGE>


               divided by

                    (ii) the Fair Market Value per Warrant Share.

          2.2 Delivery of Stock Certificates on Exercise. As soon as practicable
     after the  exercise  of this  Warrant,  and in any event  within  three (3)
     business days thereafter,  the Company,  at its expense,  and in accordance
     with applicable securities laws, will cause to be issued in the name of and
     delivered to the Holder, or as the Holder may direct (subject in all cases,
     to the provisions of Section 8 hereof),  a certificate or certificates  for
     the  number of Warrant  Shares  purchased  by the Holder on such  exercise,
     plus, in lieu of any fractional  share to which the Holder would  otherwise
     be  entitled,  cash equal to such  fraction  multiplied  by the Fair Market
     Value.

          2.3  Shares To Be Fully Paid and  Nonassessable.  All  Warrant  Shares
     issued upon the exercise of this Warrant shall be duly authorized,  validly
     issued, fully paid and nonassessable, free of all liens, taxes, charges and
     other  encumbrances  or  restrictions  on sale  (other than those set forth
     herein).

          2.4 Issuance of New Warrants; Company Acknowledgment. Upon any partial
     exercise of this Warrant, the Company, at its expense,  will forthwith and,
     in any event  within  three (3)  business  days,  issue and  deliver to the
     Holder a new warrant or warrants of like tenor,  registered  in the name of
     the Holder,  exercisable,  in the aggregate, for the balance of the Warrant
     Shares.  Moreover,  the Company shall,  at the time of any exercise of this
     Warrant,  upon the  request  of the  Holder,  acknowledge  in  writing  its
     continuing  obligation  to afford  to the  Holder  any  rights to which the
     Holder shall continue to be entitled after such exercise in accordance with
     the provisions of this Warrant; provided, however, 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 the Holder any such rights.

          2.5  Payment  of  Taxes  and  Expenses.  The  Company  shall  pay  any
     recording,  filing, stamp or similar tax which may be payable in respect of
     any transfer  involved in the issuance of, and the preparation and delivery
     of  certificates  (if  applicable)  representing,  (i) any  Warrant  Shares
     purchased  upon  exercise of this  Warrant  and/or (ii) new or  replacement
     warrants in the Holder's  name or the name of any  transferee of all or any
     portion of this Warrant.

          2.6 Cooperation  with Filings.  The Company shall assist and cooperate
     with any Holder required to make any governmental or regulatory  filings or
     obtain any  governmental or regulatory  approvals prior to or in connection
     with any exercise of this Warrant (including,  without  limitation,  making
     any filings required to be made by the Company).

          2.7 Conditions.  Notwithstanding  any other provision of this Warrant,
     if the  exercise  of all or any  portion  of this  Warrant is to be made in
     connection with a registered public offering,  a sale of the Company or any
     other  transaction  or event,  such  exercise  may, at the  election of the
     Holder,  be conditioned  upon  consummation of such transaction or event in
     which  case  such  exercise  shall  not  be  deemed   effective  until  the
     consummation of such transaction or event.

                                       4
<PAGE>


     3. Adjustment of Exercise Price and Warrant Shares.  The Exercise Price and
the number of Warrant  Shares shall be subject to  adjustment  from time to time
upon the happening of certain events as described in this Section 3.

          3.1  Subdivision or Combination of Stock.  If at any time or from time
     to time after the date hereof, the Company shall subdivide (by way of stock
     dividend, stock split or otherwise) its outstanding shares of Common Stock,
     the Exercise Price in effect immediately prior to such subdivision shall be
     reduced proportionately and the number of Warrant Shares (calculated to the
     nearest whole share) shall be increased proportionately, and conversely, in
     the event the outstanding shares of Common Stock shall be combined (whether
     by stock  combination,  reverse  stock split or  otherwise)  into a smaller
     number of shares,  the Exercise Price in effect  immediately  prior to such
     combination  shall be increased  proportionately  and the number of Warrant
     Shares   (calculated  to  the  nearest  whole  share)  shall  be  decreased
     proportionately. The Exercise Price and the number of Warrant Shares, as so
     adjusted,  shall be readjusted in the same manner upon the happening of any
     successive event or events described in this Section 3.1.

          3.2 Adjustments.

               (a) Adjustment for Stock Dividends. If at any time after the date
          hereof,  the  Company  shall  declare  a  dividend  or make any  other
          distribution  upon any class or series of stock of the Company payable
          in shares of Common Stock,  the Exercise  Price in effect  immediately
          prior  to  such   declaration   or   distribution   shall  be  reduced
          proportionately  and the number of Warrant  Shares  (calculated to the
          nearest  whole share) shall be increased  proportionately,  to reflect
          the  issuance  of any shares of Common  Stock,  issuable in payment of
          such dividend or  distribution.  The Exercise  Price and the number of
          Warrant Shares, as so adjusted, shall be readjusted in the same manner
          upon the happening of any successive event or events described in this
          Section 3.2.

               (b)  Adjustments for Other  Dividends and  Distributions.  If the
          Company at any time or from time to time after the date  hereof  shall
          make or issue, or fix a record date for the  determination  of holders
          of Common Stock entitled to receive,  a dividend or other distribution
          payable in  securities  of the  Company  (other  than shares of Common
          Stock)  or in cash or  other  property,  then and in each  such  event
          provision shall be made so that the Holder shall receive upon exercise
          hereof,  in addition to the number of shares of Common Stock  issuable
          hereunder,  the kind and amount of  securities  of the Company  and/or
          cash and other  property  which the Holder would have been entitled to
          receive had this Warrant been  exercised into Common Stock on the date
          of such event and had the Holder  thereafter,  during the period  from
          the date of such event to and  including the exercise  date,  retained
          any such securities receivable,  giving application to all adjustments
          called for during such period under this Section 3 with respect to the
          rights of the Holder.

                                       5
<PAGE>


               (c)  Adjustments  for  Reclassifications.  If  the  Common  Stock
          issuable upon the conversion of this Warrant shall be changed into the
          same or a  different  number of shares of any  class(es)  or series of
          stock   and/or   the   right   to   receive   property,   whether   by
          reclassification or otherwise (other than an adjustment under Sections
          3.1 and 3.2 or a merger, consolidation, or sale of assets provided for
          under  Section  3.4),  then and in each such event,  the Holder hereof
          shall have the right thereafter to convert each Warrant Share into the
          kind and amount of shares of stock and other  securities  and property
          receivable upon such  reclassification,  or other change by holders of
          the number of shares of Common  Stock into which such  Warrant  Shares
          would have been convertible immediately prior to such reclassification
          or change, all subject to successive  adjustments thereafter from time
          to time pursuant to and in  accordance  with,  the  provisions of this
          Section 3.

          3.3 Adjustments for Merger or  Consolidation.  If, at any time or from
     time to time  after  the  date  hereof,  the  Company  shall  (a)  effect a
     reorganization, (b) consolidate with or merge into any other Person, or (c)
     sell or transfer all or  substantially  all of its  properties or assets or
     more than 50% of the voting  capital stock of the Company  (whether  issued
     and outstanding,  newly issued, from treasury,  or any combination thereof)
     to any  other  person  under  any  plan or  arrangement  contemplating  the
     consolidation  or merger,  sale or transfer,  or dissolution of the Company
     (each, a "Merger  Transaction"),  then, in each such case, the Holder, upon
     the exercise of this  Warrant as provided in Section 2.1 or the  conversion
     of this  warrant as provided in Section 2.1 hereof at any time or from time
     to time  after  the  consummation  of such  reorganization,  consolidation,
     merger or sale or the effective date of such  dissolution,  as the case may
     be, shall receive,  in lieu of the Warrant Shares issuable on such exercise
     immediately  prior to such consummation or such effective date, as the case
     may be, the stock and property  (including  cash) to which the Holder would
     have been entitled upon the  consummation of such  consolidation or merger,
     or sale or transfer,  or in connection with such  dissolution,  as the case
     may be, if the Holder  had so  exercised  this  Warrant  immediately  prior
     thereto  (assuming the payment by the Holder of the Exercise Price therefor
     as required  hereby in a form  permitted  hereby,  which  payment  shall be
     included in the assets of the Company for the purposes of  determining  the
     amount available for distribution),  all subject to successive  adjustments
     thereafter  from time to time  pursuant  to, and in  accordance  with,  the
     provisions  of this  Section  3. The  Company  shall  not  effect  any such
     reorganization,  consolidation,  merger, sale or transfer unless,  prior to
     the consummation  thereof, the successor entity (if other than the Company)
     resulting from the  consolidation  or merger or the entity  purchasing such
     assets  assumes by written  instrument  the  obligation  to deliver to each
     holder  of  Warrants  such  shares of stock,  securities  or assets  as, in
     accordance  with the foregoing  provisions,  such holder may be entitled to
     acquire; provided, that any assumption shall not relieve the Company of its
     obligations hereunder.

          3.4  Continuation of Terms.  Upon any  reorganization,  consolidation,
     merger  or  transfer  (and any  dissolution  following  any such  transfer)
     referred to in this  Section 3, this Warrant  shall  continue in full force
     and effect and the terms hereof shall be applicable to the shares of Common
     Stock and other  securities  and property  receivable  upon the exercise of
     this Warrant after the consummation of such  reorganization,  consolidation
     or merger or the effective date of dissolution following any such transfer,
     as the case may be, and shall be binding upon the issuer of any such Common
     Stock or other securities, including, in the case of any such transfer, the
     Person  acquiring all or  substantially  all of the properties or assets or
     more than 50% of the voting  capital stock of the Company  (whether  issued
     and outstanding, newly issued or from treasury or any combination thereof),
     whether or not such Person shall have  expressly  assumed the terms of this
     Warrant.

                                       6
<PAGE>


          3.5  Minimum  Adjustment  of  Exercise  Price.  If the  amount  of any
     adjustment of the Exercise Price required  pursuant to this Section 3 would
     be less than one-tenth  (1/10) of one percent (1%) of the Exercise Price in
     effect at the time such  adjustment  is  otherwise  so required to be made,
     such amount shall be carried  forward and adjustment  with respect  thereto
     made at the time of and  together  with any  subsequent  adjustment  which,
     together  with such  amount  and any other  amount or  amounts  so  carried
     forward,  shall  aggregate at least one tenth (1/10) of one percent (1%) of
     such Exercise Price.

          3.6  Certificate  as to  Adjustments.  Upon  the  occurrence  of  each
     adjustment  or  readjustment  of the  Exercise  Price and number of Warrant
     Shares  pursuant to this Section 3, this Warrant shall,  without any action
     on the part of the Holder,  be adjusted in accordance  with this Section 3,
     and the Company, at its expense,  promptly shall compute such adjustment or
     readjustment in accordance with the terms hereof and prepare and furnish to
     the Holder a  certificate  setting forth such  adjustment or  readjustment,
     showing in detail the facts upon which such  adjustment or  readjustment is
     based.  The Company will forthwith send a copy of each such  certificate to
     the Holder in accordance with Section 9.4 below.

     4. Registration  Rights. The initial holders of the Warrant Shares shall be
entitled to the registration  rights and other rights  applicable to such shares
provided by the Registration Rights Agreement.

     5. Notices of Record Date. Upon (a) any  establishment  by the Company of a
record  date of the  holders  of any  class of  securities  for the  purpose  of
determining  the  holders  thereof who are  entitled to receive any  dividend or
other distribution,  or right or option to acquire securities of the Company, or
any  other  right,   or  (b)  any  capital   reorganization,   reclassification,
recapitalization,  merger or consolidation of the Company with or into any other
Person,  any transfer of all or substantially all the assets of the Company,  or
any  voluntary  or  involuntary  dissolution,  liquidation  or winding up of the
Company,  or the sale, in a single  transaction,  of a majority of the Company's
voting stock (whether newly issued,  or from treasury,  or previously issued and
then  outstanding,  or any combination  thereof),  the Company shall mail to the
Holder at least ten (10) business days, or such longer period as may be required
by law,  prior to the  record  date  specified  therein  and at  least  ten (10)
business  days prior to the date  specified  in clause (ii) or (iii)  hereof,  a
notice specifying (i) the date established as the record date for the purpose of
such dividend, distribution, option or right and a description of such dividend,
distribution,  option or right, (ii) the date on which any such  reorganization,
reclassification,  transfer, consolidation,  merger, dissolution, liquidation or
winding up, or sale is expected to become  effective and (iii) the date, if any,
fixed as to when the  holders of record of Common  Stock  shall be  entitled  to
exchange  their  shares  of  Common  Stock  for  securities  or  other  property
deliverable upon such reorganization, reclassification, transfer, consolidation,
merger,  dissolution,  liquidation  or winding up. Nothing herein shall prohibit
the Holder from  exercising this Warrant during the ten (10) business day period
commencing on the date of such notice.

                                       7
<PAGE>


     6. Exchange of Warrant.  Subject to the  provisions of Section 7 hereof (if
and to the extent  applicable),  this Warrant  shall be  exchangeable,  upon the
surrender hereof by the Holder at the principal  office of the Company,  for new
warrants of like tenor, each registered in the name of the Holder or, subject to
compliance with  applicable  federal and state  securities  laws, in the name of
such other  Persons as the Holder may direct (upon  payment by the Holder of any
applicable  transfer taxes).  Each of such new warrants shall be exercisable for
such number of Warrant  Shares as the Holder shall direct,  provided that all of
such new warrants shall represent,  in the aggregate,  the right to purchase the
same number of Warrant Shares and cash,  securities or other  property,  if any,
which may be purchased  by the Holder upon  exercise of this Warrant at the time
of its surrender.

     7. Transfer Provisions, etc.

          7.1 Legends.  Each certificate  representing any Warrant Shares issued
     upon exercise of this Warrant, and of any shares of Common Stock into which
     such Warrant Shares may be converted, shall bear the following legends:

          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE OFFERED
          OR SOLD IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER
          SAID  ACT  OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM,  OR  IN A
          TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT."

          "UNLESS  PERMITTED UNDER  SECURITIES  LEGISLATION,  THE HOLDER OF THIS
          SECURITY  MUST NOT TRADE  THE  SECURITY  BEFORE  THE DATE THAT IS FOUR
          MONTHS AND A DAY AFTER THE LATER OF (i) THE DATE OF ISSUANCE, AND (ii)
          THE DATE THE  ISSUER  BECAME A  REPORTING  ISSUER IN ANY  PROVINCE  OR
          TERRITORY"

          7.2 Mechanics of Transfer.

               (a) Any  transfer of all or any portion of this  Warrant (and the
          Warrant  Shares),  or of any  interest  herein  or  therein,  that  is
          otherwise  in  compliance  with  applicable  law shall be  effected by
          surrendering  this  Warrant to the  Company at its  principal  office,
          together with a duly executed form of assignment, in the form attached
          hereto. Upon any such transfer of this Warrant,  subject to compliance
          with applicable  federal and state  securities laws, the Company shall
          issue a new warrant or  warrants  of like tenor to the  transferee(s),
          representing,  in the aggregate, the right to purchase the same number
          of Warrant  Shares and cash,  securities  or other  property,  if any,
          which may be purchased by the Holder upon  exercise of this Warrant at
          the time of its surrender, in accordance with Section 2 hereof.

                                       8
<PAGE>


               (b) In the event of any  transfer  of all or any  portion of this
          Warrant in accordance  with Section  7.2(a)  above,  the Company shall
          issue (i) a new warrant of like tenor to the transferee,  representing
          the  right to  purchase  the  number  of  Warrant  Shares,  and  cash,
          securities or other  property,  if any, which were  purchasable by the
          Holder of the transferred  portion of this Warrant at the time of said
          transfer,  and  (ii) a new  warrant  of  like  tenor  to  the  Holder,
          representing  the right to purchase the number of Warrant  Shares,  if
          any, and cash,  securities or other property,  if any,  purchasable by
          the Holder of the un-transferred  portion of this Warrant.  Until this
          Warrant  or any  portion  thereof is  transferred  on the books of the
          Company,  the Company may treat the Holder as the  absolute  holder of
          this  Warrant  and all  right,  title  and  interest  therein  for all
          purposes, notwithstanding any notice to the contrary.

          7.3 No Restrictions on Transfer. Subject to compliance with applicable
     federal and state securities laws, this Warrant and any portion hereof, the
     Warrant Shares and the rights hereunder may be transferred by the Holder in
     its sole  discretion  at any time and to any Person or  Persons,  including
     without limitation Affiliates and affiliated groups of such Holder, without
     the consent of the Company.

          7.4 Warrant Register. The Company shall keep at its principal office a
     register  for the  registration,  and  registration  of  transfers,  of the
     Warrants.  The  name  and  address  of  each  Holder  of one or more of the
     Warrants, each transfer thereof and the name and address of each transferee
     of one or more of the Warrants  shall be registered in such  register.  The
     Company  shall  give to any  Holder  of a  Warrant  promptly  upon  request
     therefor,  a complete  and correct  copy of the names and  addresses of all
     registered Holders of the Warrants.

     8. Lost,  Stolen or  Destroyed  Warrant.  Upon  receipt  by the  Company of
evidence  satisfactory to it of loss,  theft,  destruction or mutilation of this
Warrant  and,  in the  case of loss,  theft or  destruction,  on  delivery  of a
customary affidavit of the Holder and customary  unsecured indemnity  agreement,
or, in the case of mutilation,  upon  surrender of this Warrant,  the Company at
its expense  will execute and deliver,  or will  instruct its transfer  agent to
execute and deliver,  a new Warrant of like tenor and date and  representing the
same rights represented by such lost, stolen, destroyed or mutilated warrant and
any such lost,  stolen,  mutilated or destroyed  Warrant  thereupon shall become
void.

     9. General.

          9.1  Authorized  Shares,  Reservation  of Shares for Issuance.  At all
     times while this Warrant is  outstanding,  the Company  shall  maintain its
     corporate  authority to issue,  and shall have  authorized and reserved for
     issuance  upon  exercise of this  Warrant,  such number of shares of Common
     Stock,  and any  other  capital  stock  or  other  securities  as  shall be
     sufficient  to perform its  obligations  under this Warrant  (after  giving
     effect to any and all  adjustments to the number and kind of Warrant Shares
     purchasable upon exercise of this Warrant).

                                       9
<PAGE>


          9.2  No  Impairment.  The  Company  will  not,  by  amendment  of  its
     Certificate of  Incorporation  or through any  reorganization,  transfer of
     assets, consolidation, merger, dissolution, issuance or sale of securities,
     sale or other  transfer  of any of its assets or  properties,  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 and in the taking of all such
     action as may be necessary or appropriate in order to protect the rights of
     the Holder hereunder against impairment. Without limiting the generality of
     the  foregoing,  the  Company  (a) will not  increase  the par value of any
     shares of Common Stock  receivable  upon the exercise of this Warrant above
     the amount payable therefor on such exercise,  and (b) will take all action
     that may be necessary or  appropriate in order that the Company may validly
     and legally issue fully paid and nonassessable  shares of Common Stock upon
     the exercise of this Warrant.

          9.3 No Rights as  Stockholder.  Except as provided  herein  (including
     Sections 3 and 5), the Holder  shall not be  entitled to vote or to receive
     dividends  or to be deemed the holder of Common  Stock that may at any time
     be issuable upon exercise of this Warrant for any purpose  whatsoever,  nor
     shall anything  contained herein be construed to confer upon the Holder any
     of the rights of a stockholder  of the Company or any right to vote for the
     election of directors or upon any matter  submitted to  stockholders at any
     meeting  thereof,  or to give or withhold  consent to any corporate  action
     (whether upon any recapitalization,  issuance or reclassification of stock,
     change  of par value or  change  of stock to no par  value,  consolidation,
     merger or  conveyance  or  otherwise),  or to  receive  notice of  meetings
     (except to the extent  otherwise  provided in this Warrant),  or to receive
     dividends or  subscription  rights,  until the Holder shall have  exercised
     this  Warrant  and  been  issued  Warrant  Shares  in  accordance  with the
     provisions hereof and continues to hold Warrant Shares.

          9.4 Notices. Any notices, reports or other correspondence (hereinafter
     collectively  referred to as "correspondence")  required or permitted to be
     given  hereunder  shall  be sent  by  postage  prepaid  first  class  mail,
     overnight  courier or facsimile  transmission,  or delivered by hand to the
     party to whom such  correspondence  is  required or  permitted  to be given
     hereunder.  The date of giving any  notice  shall be the date of its actual
     receipt.

          (a) All correspondence to the Company shall be addressed as follows:

              Calibre Energy, Inc.
              ---------------------
              ---------------------
              Attn:  Chief Financial Officer
              Facsimile: [________]


                                       10
<PAGE>


              with a copy to:

              Vinson & Elkins LLP
              First City Tower
              1001 Fannin Street, Suite 2300
              Houston, Texas 77002-676
              Attn:  Michael C. Blaney
              Facsimile: (713) 758-2222

          (b) All  correspondence to the Holder shall be addressed to the Holder
     at its address appearing in the books maintained by the Company.

     10.  Amendment and Waiver.  No failure or delay of the Holder in exercising
any power or right hereunder  shall operate as a waiver  thereof,  nor shall any
single or partial  exercise of any such right or power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and  remedies of the Holder are  cumulative  and not  exclusive of any rights or
remedies  which it would  otherwise  have.  This  Warrant  is one of a series of
Warrants  issued by the  Company,  all dated the date  hereof and of like tenor,
except as to the number of shares of Common Stock subject thereto (collectively,
the "Company Warrants").  Any term of this Warrant may be amended or waived upon
the  written  consent  of the  Company  and  the  holders  of  Company  Warrants
representing  at least a majority  of the number of shares of Common  Stock then
subject to outstanding Company Warrants; provided that (i) any such amendment or
waiver must apply to all Company Warrants then  outstanding;  (ii) the number of
Warrant Shares subject to this Warrant, the Exercise Price or Expiration Date of
this Warrant and the number of shares or class of stock obtainable upon exercise
of this Warrant may not be amended, (iii) the right to exercise this Warrant may
not be waived,  without  the written  consent of the Holder of this  Warrant (it
being  agreed that an  amendment  to or waiver  under any of the  provisions  of
Section 3 of this Warrant  shall not be considered an amendment of the number of
Warrant  Shares or the Exercise  Price) and (iv) any  amendment  that  adversely
affects any particular  Holder without a  corresponding  affect upon all Holders
must be  approved  by the  particular  Holder so  affected.  The  Company  shall
promptly  give notice to all holders of the Company  Warrants of any  amendments
effected in  accordance  with this Section 10. No special  consideration  may be
given to any holder as  inducement  to waive or amend this  Warrant  unless such
consideration is given equally and ratably to all holders of Company Warrants.

          10.1 Governing Law. This Warrant shall be governed by and construed in
     accordance with the laws of the State of Delaware, as such laws are applied
     to contracts  entered  into and wholly to be performed  within the State of
     Delaware and without giving effect to any principles of conflicts or choice
     of law that  would  result  in the  application  of the  laws of any  other
     jurisdiction.

          10.2  Covenants  To  Bind   Successor  and  Assigns.   All  covenants,
     stipulations,  promises and  agreements in this Warrant  contained by or on
     behalf of the Company  shall bind its  successors  and assigns,  whether so
     expressed or not.

          10.3 Severability. In case any one or more of the provisions contained
     in this Warrant shall be invalid,  illegal or unenforceable in any respect,
     the  validity,  legality and  enforceability  of the  remaining  provisions
     contained herein shall not in any way be affected or impaired thereby.  The
     parties shall endeavor in good faith  negotiations  to replace the invalid,
     illegal or  unenforceable  provisions  with valid  provisions  the economic
     effect of which comes as close as possible to that of the invalid,  illegal
     or unenforceable provisions.

                                       11
<PAGE>


     11.  Construction.  The  definitions of this Warrant shall apply equally to
both the  singular  and the  plural  forms of the terms  defined.  Wherever  the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms.  The section and  paragraph  headings used herein are
for  convenience of reference  only, are not part of this Warrant and are not to
affect the construction of or be taken into  consideration in interpreting  this
Warrant.

     12.  Remedies.  The Holder,  in addition to being  entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.  In any action or proceeding brought to enforce any provision
of this Warrant or where any provision  hereof is validly asserted as a defense,
the successful  party to such action or proceeding  shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.

                           [SIGNATURE PAGE TO FOLLOW]

                                       12
<PAGE>


     IN WITNESS  WHEREOF,  the Company has executed  this Common Stock  Purchase
Warrant as of the date first written above.

                                      COMPANY:

                                      CALIBRE ENERGY, INC.



                                      By:   ____________________________________
                                      Name: Prentis B. Tomlinson, Jr., President


                                       13
<PAGE>


                                   NOTICE AND
                                  SUBSCRIPTION

To:  Calibre Energy, Inc.
     ---------------------
     ---------------------

     The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached Warrant for, and to exercise thereunder,  __________
shares of Common Stock, of CALIBRE  ENERGY,  INC., a Delaware  corporation  (the
"Company"),  and  tenders  herewith  payment of  $__________,  representing  the
aggregate  purchase  price for such shares based on the price per share provided
for in such  Warrant.  Such  payment is being made in  accordance  with  Section
2.1(a) of the attached Warrant.

     The undersigned hereby represents and warrants as follows:

     (a) the  undersigned  is acquiring  such shares of Common Stock for its own
account for investment and not for resale or with a view to distribution thereof
in violation of the  Securities  Act of 1933,  as amended,  and the  regulations
promulgated thereunder (the "Securities Act"); and

     (b) the  undersigned is an "accredited  investor" as defined in Rule 501 of
Regulation D promulgated  under the Securities Act and was not organized for the
purpose  of  acquiring  the  Warrant  or  such  shares  of  Common  Stock.   The
undersigned's  financial  condition  is such that it is able to bear the risk of
holding such securities for an indefinite period of time and the risk of loss of
its entire investment.  The undersigned has sufficient  knowledge and experience
in investing  in  companies  similar to the Company so as to be able to evaluate
the risks and merits of its investment in the Company.

     Please issue a certificate or certificates  for such shares of Common Stock
in the following name or names and denominations and deliver such certificate or
certificates to the person or persons listed below at their  respective  address
set forth below:

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

     If said  number of shares of Common  Stock  shall not be all the  shares of
Common Stock issuable upon exercise of the attached Warrant, a new Warrant is to
be issued  in the name of the  undersigned  for the  remaining  balance  of such
shares of Common Stock less any fraction of a share of Common Stock paid in cash
pursuant to Section 2.1 of the attached warrant.

Dated:  ___________, ______                    _________________________________
                                               Signature

                                       14
<PAGE>


     The undersigned Calibre Energy,  Inc. hereby  acknowledges  receipt of this
Notice and  Subscription  and authorizes  issuance of the shares of Common Stock
described above.

Calibre Energy, Inc.



By:    ____________________________________________
Title: ____________________________________________
Date:  ____________________________________________


                                       15
<PAGE>


                               FORM OF ASSIGNMENT

                   (To be executed upon assignment of Warrant)

     For  value  received,   __________________________________   hereby  sells,
assigns and transfers unto  __________________  the attached Warrant [__% of the
attached Warrant], together with all right, title and interest therein, and does
hereby  irrevocably  constitute  and  appoint  ____________________  attorney to
transfer said Warrant [said  percentage of said Warrant] on the books of CALIBRE
ENERGY,  INC., a Delaware  corporation,  with full power of  substitution in the
premises.

     If not all of the attached  Warrant is to be so transferred,  a new Warrant
is to be issued in the name of the undersigned for the balance of said Warrant.

     The undersigned  hereby agrees that it will not sell,  assign,  or transfer
the right,  title and interest in and to the Warrant unless  applicable  federal
and state securities laws have been complied with.

Dated:_____________, ____
                                      ------------------------------------------
                                      Signature

                                       16
<PAGE>


                            FORM OF CONVERSION NOTICE

To Calibre Energy, Inc.:

     The  undersigned   registered   holder  of  the  attached   Warrant  hereby
irrevocably  converts such Warrants with respect to  ________(1)  Warrant Shares
which such holder  would be entitled to receive upon the  exercise  hereof,  and
requests  that the  certificates  for such  shares be issued in the name of, and
delivered to _________________, whose address is as follows:

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

     Such  conversion  is being made in  accordance  with Section  2.1(b) of the
attached Warrant. The undersigned hereby represents and warrants as follows:

     (a) the  undersigned  is acquiring  such shares of Common Stock for its own
account for investment and not for resale or with a view to distribution thereof
in violation of the Securities Act; and

     (b) the  undersigned is an "accredited  investor" as defined in Rule 501 of
Regulation D promulgated  under the Securities Act and was not organized for the
purpose  of  acquiring  the  Warrant  or  such  shares  of  Common  Stock.   The
undersigned's  financial  condition  is such that it is able to bear the risk of
holding such securities for an indefinite period of time and the risk of loss of
its entire investment.  The undersigned has sufficient  knowledge and experience
in investing  in  companies  similar to the Company so as to be able to evaluate
the risks and merits of its investment in the Company.

Dated:                        __________________________________________________
                              (Signature must conform in all respects to name of
                              holder as specified on the face of Warrant)

                              --------------------------------------------------
                              (Street Address)

                              --------------------------------------------------
                              (City)               (State)            (Zip Code)

     The undersigned Calibre Energy,  Inc. hereby  acknowledges  receipt of this
Conversion  Notice  and  authorizes  issuance  of the  shares  of  Common  Stock
described above.

Calibre Energy, Inc.

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

-------------------------
(1) Insert here the number of Warrant Shares into which the Warrant is
convertible (or, in the case of a partial conversion, the number of Warrant
Shares as to which the Warrants evidenced by this Warrant Certificate are then
being converted). In the case of a partial conversion, a new Warrant Certificate
will be issued and delivered, representing the unconverted portion of the
Warrants, to the holder surrendering this Warrant Certificate.

                                       17