Exhibit 10.5


THIS  WARRANT  AND  THE  SHARES  OF  COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE SECURITIES LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF  THIS  WARRANT  MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE, PLEDGED OR
HYPOTHECATED  IN  THE  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL  REASONABLY SATISFACTORY TO TEXAURUS ENERGY, INC. THAT SUCH REGISTRATION
IS  NOT  REQUIRED.

              Right to Purchase up to 961 Shares of Common Stock of
                              Texaurus Energy, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.                                                Issue  Date:  March    , 2006
   --------------------                                               ----

     Texaurus  Energy, Inc., a corporation organized under the laws of the State
of  Delaware  (the "Company"), hereby certifies that, for value received, LAURUS
MASTER  FUND, LTD., or assigns (the "Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company (as defined herein) at any time or
from  time  to time following payment in full of all obligations and liabilities
owing  by  the  Company  to  the  Holder  in  connection  with  the transactions
contemplated by the Securities Purchase Agreement dated as of the date hereof by
and  between  the  Company and the Holder (as amended, modified and supplemented
from  time  to  time,  the  "Securities  Purchase  Agreement")  and  the Related
Agreements  (as  defined  in  the  Securities  Purchase  Agreement)  (the  "Debt
Repayment  Date"), up to 961 fully paid and nonassessable shares of Common Stock
(as  hereinafter defined), $.001 par value per share, at the applicable Exercise
Price  per  share (as defined below). The number and character of such shares of
Common  Stock  and  the  applicable  Exercise  Price  per  share  are subject to
adjustment  as  provided  herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

          (a)  The  term  "Company"  shall include Texaurus Energy, Inc. and any
     person  or  entity  which  shall  succeed,  or  assume  the obligations of,
     Texaurus  Energy,  Inc.  hereunder.

          (b)  The  term "Common Stock" includes (i) the Company's Common Stock,
     par  value $.001 per share; and (ii) any other securities into which or for
     which  any  of  the securities described in the preceding clause (i) may be
     converted  or  exchanged  pursuant  to  a  plan  of  recapitalization,
     reorganization,  merger,  sale  of  assets  or  otherwise.

<PAGE>

          (c)  The  term  "Exercise  Price"  means a price of $.001 per share of
     Common  Stock.

          (d) The term "Other Securities" refers to any stock (other than Common
     Stock)  and  other securities of the Company or any other person (corporate
     or otherwise) which the holder of the Warrant at any time shall be entitled
     to receive, or shall have received, on the exercise of the Warrant, in lieu
     of  or  in addition to Common Stock, or which at any time shall be issuable
     or shall have been issued in exchange for or in replacement of Common Stock
     or  Other  Securities  pursuant  to  Section  4  or  otherwise.

     1.  Exercise  of  Warrant.
         ---------------------

          1.1  Number  of Shares Issuable upon Exercise. From and after the Debt
     Repayment  Date,  the Holder shall be entitled to receive, upon exercise of
     this Warrant in whole or in part, by delivery of an original or fax copy of
     an  exercise notice in the form attached hereto as Exhibit A (the "Exercise
     Notice"),  shares  of  Common  Stock  of the Company, subject to adjustment
     pursuant  to  Section  4.

          1.2  Company  Acknowledgment.  The  Company  will,  at the time of the
     exercise of this Warrant, upon the request of the holder hereof 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. 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.

          1.3  Trustee  for  Warrant  Holders. In the event that a bank or trust
     company  shall  have  been  appointed  as  trustee  for the holders of this
     Warrant  pursuant  to Subsection 3.2, such bank or trust company shall have
     all the powers and duties of a warrant agent (as hereinafter described) and
     shall  accept,  in  its  own  name  for  the account of the Company or such
     successor  person as may be entitled thereto, all amounts otherwise payable
     to  the  Company or such successor, as the case may be, on exercise of this
     Warrant  pursuant  to  this  Section  1.

     2.  Procedure  for  Exercise.
         ------------------------

          2.1  Delivery  of  Stock  Certificates, Etc., on Exercise. The Company
     agrees  that  the  shares  of  Common Stock purchased upon exercise of this
     Warrant  shall  be deemed to be issued to the Holder as the record owner of
     such  shares  as of the close of business on the date on which this Warrant
     shall  have been surrendered and payment made for such shares in accordance
     herewith. As soon as practicable after the exercise of this Warrant in full
     or in part, and in any event within three (3) business days thereafter, the
     Company at its expense (including the payment by it of any applicable issue
     taxes)  will cause to be issued in the name of and delivered to the Holder,
     or  as  such Holder (upon payment by such Holder of any applicable transfer
     taxes)  may  direct  in  compliance  with  applicable  securities  laws,  a
     certificate  or  certificates  for  the  number of duly and validly issued,
     fully  paid  and nonassessable shares of Common Stock (or Other Securities)
     to  which such Holder shall be entitled on such exercise, together with any
     other  stock  or  other  securities  and  property  (including  cash, where
     applicable) to which such Holder is entitled upon such exercise pursuant to
     Section  1  or  otherwise.

<PAGE>

          2.2  Exercise. Payment shall be made either in cash or by certified or
     official  bank  check  payable  to  the  order  of the Company equal to the
     applicable  aggregate  Exercise  Price  for  the  number  of  Common Shares
     specified  in  such  Exercise  Notice  (as  such  exercise  number shall be
     adjusted  to reflect any adjustment in the total number of shares of Common
     Stock  issuable to the Holder per the terms of this Warrant) and the Holder
     shall  thereupon  be  entitled  to  receive  the number of duly authorized,
     validly  issued,  fully-paid  and non-assessable shares of Common Stock (or
     Other  Securities)  determined  as  provided  herein.

     3.  Effect  of  Reorganization,  Etc.;  Adjustment  of  Exercise  Price.
         -------------------------------------------------------------------

          3.1 Reorganization, Consolidation, Merger, Etc. In case at any time or
     from  time  to  time,  the  Company  shall (a) effect a reorganization, (b)
     consolidate  with  or  merge  into any other person, or (c) transfer all or
     substantially all of its properties or assets to any other person under any
     plan  or arrangement contemplating the dissolution of the Company, then, in
     each  such  case, as a condition to the consummation of such a transaction,
     proper  and  adequate  provision  shall  be made by the Company whereby the
     Holder,  on  the exercise hereof as provided in Section 1 at any time after
     the  consummation  of  such  reorganization, consolidation or merger or the
     effective  date  of such dissolution, as the case may be, shall receive, in
     lieu  of  the  Common Stock (or Other Securities) issuable on such exercise
     prior  to  such  consummation  or  such effective date, the stock and other
     securities  and  property  (including cash) to which such Holder would have
     been  entitled  upon  such  consummation  or  in  connection  with  such
     dissolution,  as  the  case  may  be,  if such Holder had so exercised this
     Warrant,  immediately  prior  thereto,  all  subject  to further adjustment
     thereafter  as  provided  in  Section  4.

          3.2  Dissolution.  In  the  event  of  any  dissolution of the Company
     following  the  transfer  of  all or substantially all of its properties or
     assets, the Company, concurrently with any distributions made to holders of
     its  Common Stock, shall at its expense deliver or cause to be delivered to
     the  Holder  the  stock  and other securities and property (including cash,
     where  applicable) receivable by the Holder pursuant to Section 3.1, or, if
     the  Holder  shall  so  instruct  the  Company,  to a bank or trust company
     specified  by the Holder and having its principal office in New York, NY as
     trustee  for  the  Holder  (the  "Trustee").

          3.3  Continuation  of  Terms.  Upon any reorganization, consolidation,
     merger or transfer (and any dissolution following any 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 stock and other
     securities  and  property  receivable on 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 stock or other
     securities,  including,  in  the  case  of  any  such  transfer, the person
     acquiring  all  or  substantially  all  of  the properties or assets of the
     Company,  whether or not such person shall have expressly assumed the terms
     of  this  Warrant  as provided in Section 4. In the event this Warrant does
     not  continue  in  full  force  and  effect  after  the consummation of the
     transactions described in this Section 3, then the Company's securities and
     property  (including  cash, where applicable) receivable by the Holder will
     be  delivered  to the Holder or the Trustee as contemplated by Section 3.2.

<PAGE>

     4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
         -----------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution on outstanding Common Stock or any preferred stock issued by
the Company (b) subdivide its outstanding shares of Common Stock, or (c) combine
its  outstanding  shares  of the Common Stock into a smaller number of shares of
the  Common  Stock,  then,  in  each  such  event,  the  Exercise  Price  shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares  of  Common  Stock  outstanding  immediately  prior to such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  after  such  event, and the product so obtained shall thereafter be
the  Exercise Price then in effect. The Exercise Price, as so adjusted, shall be
readjusted  in  the  same  manner  upon the happening of any successive event or
events  described herein in this Section 4. The number of shares of Common Stock
that  the Holder shall thereafter, on the exercise hereof as provided in Section
1,  be  entitled  to  receive  shall  be  adjusted  to  a  number  determined by
multiplying  the  number of shares of Common Stock that would otherwise (but for
the  provisions of this Section 4) be issuable on such exercise by a fraction of
which  (a) the numerator is the Exercise Price that would otherwise (but for the
provisions  of  this  Section  4)  be  in effect, and (b) the denominator is the
Exercise  Price  in effect on the date of such exercise (taking into account the
provisions  of  this  Section  4).

     5.  Certificate  as  to  Adjustments.  In  each  case  of any adjustment or
         --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  this  Warrant,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms of this Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Exercise Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a copy of each such certificate to the Holder and any Warrant agent of the
Company  (appointed  pursuant  to  Section  11  hereof).

     6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company
        --------------------------
will  at  all times reserve and keep available, solely for issuance and delivery
on  the  exercise  of this Warrant, shares of Common Stock (or Other Securities)
from  time  to  time  issuable  on  the  exercise  of  this  Warrant.

     7.  Assignment;  Exchange of Warrant. Subject to compliance with applicable
         --------------------------------
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by  any  registered  holder  hereof (a "Transferor") in whole or in
part.  On  the  surrender  for  exchange  of this Warrant, with the Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the  "Transferor
Endorsement  Form")  and  together  with evidence reasonably satisfactory to the
Company  demonstrating  compliance  with applicable securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel  (at  the  Company's expense) that such transfer is exempt

<PAGE>

from the registration requirements of applicable securities laws, the Company at
its  expense  (but  with  payment  by  the Transferor of any applicable transfer
taxes) will issue and deliver to or on the order of the Transferor thereof a new
Warrant  of  like  tenor, in the name of the Transferor and/or the transferee(s)
specified  in such Transferor Endorsement Form (each a "Transferee"), calling in
the  aggregate  on  the face or faces thereof for the number of shares of Common
Stock  called  for  on  the  face  or faces of the Warrant so surrendered by the
Transferor.

     8.  Replacement  of Warrant. On receipt of evidence reasonably satisfactory
         -----------------------
to  the  Company  of  the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  any such loss, theft or destruction of this Warrant, on
delivery  of  an indemnity agreement or security reasonably satisfactory in form
and  amount  to the Company or, in the case of any such mutilation, on surrender
and  cancellation  of  this Warrant, the Company at its expense will execute and
deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

     9.  Registration  Rights.  The Holder has been granted certain registration
         --------------------
rights  by  the Company. These registration rights are set forth in a Securities
Purchase  Agreement  entered into by the Company and Holder dated as of the date
hereof,  as  the  same may be amended, modified and/or supplemented from time to
time.

     10. Warrant Agent. The Company may, by written notice to the each Holder of
         -------------
the  Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on  the  exercise of this Warrant pursuant to Section 1, exchanging
this  Warrant  pursuant  to  Section  7,  and replacing this Warrant pursuant to
Section  8,  or any of the foregoing, and thereafter any such issuance, exchange
or  replacement, as the case may be, shall be made at such office by such agent.

     11.  Transfer  on the Company's Books. Until this Warrant is transferred on
          --------------------------------
the  books of the Company, the Company may treat the registered holder hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.

     12.  Notices, Etc. All notices and other communications from the Company to
          ------------
the  Holder shall be mailed by first class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company in writing by
such  Holder or, until any such Holder furnishes to the Company an address, then
to,  and  at  the address of, the last Holder who has so furnished an address to
the  Company.

     13. Miscellaneous. This Warrant and any term hereof may be changed, waived,
         -------------
discharged  or  terminated  only by an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought.  THIS  WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
ANY  ACTION  BROUGHT  CONCERNING  THE  TRANSACTIONS CONTEMPLATED BY THIS WARRANT
SHALL  BE  BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS
LOCATED  IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE
TO  WAIVE  THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The

<PAGE>

individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of  such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorneys' fees
and  costs.  In  the  event  that  any  provision  of this Warrant is invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be  deemed modified to conform with such statute or rule of law. Any such
provision  which  may  prove  invalid  or  unenforceable under any law shall not
affect  the  validity  or enforceability of any other provision of this Warrant.
The  headings  in this Warrant are for purposes of reference only, and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.  The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of  any  other  provision  hereof. The Company acknowledges that
legal  counsel  participated  in the preparation of this Warrant and, therefore,
stipulates  that  the  rule  of construction that ambiguities are to be resolved
against  the  drafting  party shall not be applied in the interpretation of this
Warrant  to  favor  any  party  against  the  other  party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]
<PAGE>

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

                                       TEXAURUS  ENERGY,  INC.

WITNESS:
                                       By: /s/ Frank A. Jacobs
                                          ------------------------------
                                       Name: Frank A. Jacobs
 /s/ Dale Wilcox                            ----------------------------
-----------------------               Title: Director
                                             ---------------------------

Dale Wilcox
Barrister & Solicitor
Suite 1910-777 Hornby Street
Vancouver, B.C. V6Z 1S4

<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:     Texaurus Energy, Inc.
        2411 Fountanview Drive
        Suite 120
        Houston, Texas 77057

Attention:     Chief  Financial  Officer

     The  undersigned,  pursuant  to  the  provisions  set forth in the attached
Warrant  (No.    ),  hereby  irrevocably elects to purchase shares of the Common
             ----
Stock  covered  by  such  Warrant.

     The  undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$           .  Such payment takes the form of $           in lawful money of the
 -----------                                   -----------
United  States.

     The undersigned requests that the certificates for such shares be issued in
the  name  of,  and  delivered to
                                 -----------------------------------------------
whose  address  is

-------------------------------------------------------------------------------.

     The  undersigned  represents  and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration  under  the  Securities  Act.

Dated:
      ----------------------            ---------------------------------------
                                        (Signature  must  conform  to  name  of
                                        holder  as  specified on the face of the
                                        Warrant)

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

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

<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

For  value  received,  the undersigned hereby sells, assigns, and transfers unto
the  person(s) named below under the heading "Transferees" the right represented
by  the within Warrant to purchase the percentage and number of shares of Common
Stock  of  Texaurus Energy, Inc. into which the within Warrant relates specified
under  the  headings  "Percentage  Transferred"  and  "Number  Transferred,"
respectively,  opposite  the  name(s)  of  such person(s) and appoints each such
person  Attorney  to  transfer  its  respective  right  on the books of Texaurus
Energy,  Inc.  with  full  power  of  substitution  in  the  premises.

Transferees               Address                  Percentage        Number
                                                   Transferred     Transferred
-----------               -------                  -----------     ------------

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

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

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

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

Dated:
      ----------------------                 -----------------------------------
                                             (Signature  must  conform  to
                                             name  of holder as specified on the
                                             face  of  the  Warrant)

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

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

                                             SIGNED  IN  THE  PRESENCE  OF:


                                             ------------------------------
                                                     (Name)
ACCEPTED  AND  AGREED:
[TRANSFEREE]


--------------------------------
          (Name)

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