THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY
ARE  REGISTERED  UNDER  SUCH  ACT AND  APPLICABLE  STATE  SECURITIES  LAWS OR AN
EXEMPTION FROM REGIGTRATION IS AVAILABLE.

20,000 Warrants

CHAPARRAL RESOURCES, INC.
WARRANT CERTIFICATE

     This warrant certificate ("Warrant  Certificate")  certifies that for value
received  Whittier  Ventures,  LLC or registered  assigns (the  "Holder") is the
owner of the number of warrants  specified  above,  each of which  entitles  the
Holder  thereof  to  purchase,  at any time on or  before  the  Expiration  Date
(hereinafter  defined), one fully paid and non-assessable share of Common Stock,
$.10 par value  ("Common  Stock"),  of  Chaparral  Resources,  Inc.,  a Colorado
corporation  (the  "Company"),  for the Purchase  Price  (defined in Paragraph 1
below) in lawful money of the United States of America (subject to adjustment as
hereinafter provided).

1. Warrant; Purchase Price

     This Warrant shall entitle the Holder  initially to purchase  20,000 shares
of Common Stock of the Company,  and the purchase price payable upon exercise of
the Warrant (the "Purchase Price") shall be $0.01 per share of Common Stock. The
Purchase  Price and number of shares of Common Stock  issuable  upon exercise of
this  Warrant are  subject to  adjustment  as provided in Article 6 hereof.  The
shares of Common  Stock  issuable  upon  exercise of the Warrant  (and/or  other
shares of common  stock so  issuable  by reason of any  adjustments  pursuant to
Article 6) are sometimes referred to herein as the "Warrant Shares".

2. Exercise: Expiration Date

a. The Warrant is exercisable,  at the option of the Holder, in whole or in part
at any time and from time to time after the Exercisability Date and on or before
the Expiration  Date, upon surrender of this Warrant  Certificate to the Company
together with a duly completed  Notice of Exercise,  in the form attached hereto
as Exhibit A, and payment of the Purchase Price. In the case of exercise of less
than the entire  Warrant  represented by this Warrant  Certificate,  the Company
shall  cancel the  Warrant  Certificate  upon the  surrender  thereof  and shall
execute and deliver a new Warrant Certificate for the balance of such Warrant.

     2.2 The term  "Exercisability  Date"  shall  mean the date of this  Warrant
Certificate. The term "Expiration Date" shall mean 5:00 p.m. Houston, Texas time
on July 22,  2003,  or if such day shall in the State of Texas be a holiday or a
day on which banks are authorized to close, then 5:00 p.m.  Houston,  Texas time
the next  following day which in the State of Texas is not a holiday or a day on
which banks are authorized to close,

3. Registration and Transfer on Company Books

     3.1 The Company shall maintain books for the  registration  and transfer of
the Warrant and the registration and transfer of the Warrant Shares.

<PAGE>


     3.2 Prior to due presentment  for  registration of transfer of this Warrant
Certificate,  or the  Warrant  Shares,  the  Company  may  deem  and  treat  the
registered Holder as the absolute owner thereof.

4. Reservation of Shares

     The Company  covenants that it will at all times reserve and keep available
out of its  authorized  capital  stock,  solely  for the  purpose  of issue upon
exercise of the Warrant, such number of shares of capital stock as shall then be
issuable upon the exercise of all  outstanding  Warrant.  The Company  covenants
that all shares of capital  stock which shall be issuable  upon  exercise of the
Warrant shall be duly and validly issued and fully paid and  non-assessable  and
free from all taxes,  liens and charges with respect to the issue  thereof,  and
that upon  issuance  such  shares  shall be listed on each  national  securities
exchange, if any, on which the other shares of such outstanding capital stock of
the Company are then listed.

5. Loss or Mutilation

     Upon receipt by the Company of reasonable  evidence of the ownership of and
the loss,  theft,  destruction or mutilation of any Warrant  Certificate and, in
the case of loss, theft or destruction,  of indemnity reasonably satisfactory to
the Company,  or, in the case of mutilation,  upon surrender and cancellation of
the mutilated Warrant Certificate, the Company shall execute and deliver in lieu
thereof a new  Warrant  Certificate  representing  an equal  number  of  Warrant
Shares.

6. Adjustment of Purchase Price and Number of Shares Deliverable

     6.1 The number of  Warrant  Shares  purchasable  upon the  exercise  of the
Warrant  and the  Purchase  Price with  respect to the Warrant  Shares  shall be
subject to adjustment as follows:

     (a) In case the Company shall (i) declare a dividend or make a distribution
on its Common Stock payable in shares of its capital  stock,  (ii) subdivide its
outstanding  shares of Common  Stock  through  stock split or  otherwise,  (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of Common  Stock,  or (iv)  issue by  reclassification  of its of  Common  Stock
(including any  reclassification in connection with a consolidation or merger in
which  the  Company  is the  continuing  corporation)  other  securities  of the
Company, the number and/or nature of Warrant Shares purchasable upon exercise of
the Warrant immediately prior thereto shall be adjusted so that the Holder shall
be entitled to receive the kind and number of Warrant Shares or other securities
of the Company  which he would have owned or have been entitled to receive after
the  happening  of any of the events  described  above,  had such  Warrant  been
exercised  immediately  prior to the  happening of such event or any record date
with respect  thereto.  Any adjustment made pursuant to this paragraph (a) shall
become effective retroactively as of the record date of such event.

     (b) In the event of any capital  reorganization or any  reclassification of
the capital  stock of the Company or in case of the  consolidation  or merger of
the Company with another  corporation  (other than a consolidation  or merger in
which the  outstanding  shares of the  Company's  Common Stock are not converted
into or exchanged  for other rights or  interests),  or in the case of any sale,
transfer or other disposition to another corporation of all or substantially all


<PAGE>

the  properties  and  assets of the  Company,  the Holder of the  Warrant  shall
thereafter  be  entitled  to  purchase  (and  it  shall  be a  condition  to the
consummation  of  any  such  reorganization,  reclassification,   consolidation,
merger, sale, transfer or other disposition that appropriate provisions shall be
made so that such Holder shall  thereafter be entitled to purchase) the kind and
amount of shares of stock and other  securities  and property  (including  cash)
which the Holder  would have been  entitled  to receive  had such  Warrant  been
exercised  immediately  prior  to the  effective  date of  such  reorganization,
reclassification,  consolidation,  merger,  sale, transfer or other disposition;
and in any such case appropriate adjustments shall be made in the application of
the provisions of this Article 6 with respect to rights and interest  thereafter
of the Holder of the Warrant to the end that the  provisions  of this  Article 6
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares  or  other  property  thereafter  purchasable  upon the  exercise  of the
Warrant.  The  provisions  of this  Section  6.1(b)  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
transfers or other dispositions.

     (c) Whenever the number of Warrant Shares  purchasable upon the exercise of
the Warrant is adjusted,  as provided in this  Section  6.1, the Purchase  Price
with  respect to the  Warrant  Shares  shall be  adjusted  by  multiplying  such
Purchase Price immediately prior to such adjustment by a fraction,  of which the
numerator shall be the number of Warrant Shares purchasable upon the exercise of
the Warrant  immediately prior to such adjustment,  and of which the denominator
shall be the number of Warrant Shares so purchasable immediately thereafter.

     6.2 Whenever the number of Warrant Shares  purchasable upon the exercise of
the Warrant or the Purchase Price of such Warrant Shares is adjusted,  as herein
provided,  the Company  shall mail to the  Holder,  at the address of the Holder
shown on the books of the Company,  a notice of such  adjustment or adjustments,
prepared and signed by the Chief Financial  Officer or Secretary of the Company,
which sets forth the number of Warrant Shares  purchasable  upon the exercise of
the Warrant and the Purchase Price of such Warrant Shares after such adjustment,
a brief  statement of the facts requiring such adjustment and the computation by
which such adjustment was made.

     6.3 In the event that at any time prior to the  expiration  of the  Warrant
and prior to its exercise:

     (a) the Company shall declare any distribution  (other than a cash dividend
or a dividend  payable in  securities  of the Company with respect to the Common
Stock); or

     (b) the Company shall offer for  subscription  to the holders of the Common
Stock  any  additional  shares  of stock of any  class or any  other  securities
convertible into Common Stock or any rights to subscribe thereto; or

     (c) the Company shall declare any stock split, stock dividend, subdivision,
combination,   or  similar  distribution  with  respect  to  the  Common  Stock,
regardless of the effect of any such event on the  outstanding  number of shares
of Common Stock; or

     (d) the Company shall declare a dividend,  other than a dividend payable in
shares of the Company's own Common Stock; or

<PAGE>


     (e)  there  shall be any  capital  change  in the  Company  as set forth in
Section 6.1(b); or

     (f) there shall be a voluntary or involuntary dissolution,  liquidation, or
winding  up of the  Company  (other  than in  connection  with a  consolidation,
merger, or sale of all or substantially all of its property, assets and business
as an entity);

(each such event hereinafter being referred to as a "Notification  Event"),  the
Company  shall cause to be mailed to the Holder,  not less than 20 days prior to
the record date, if any, in connection with such  Notification  Event (provided,
however,  that if  there  is no  record  date,  or if 20 days  prior  notice  is
impracticable,  as soon as practicable)  written notice specifying the nature of
such  event  End the  effective  date of,  or the date on which the books of the
Company shall close or a record shall be taken with respect to, such event. Such
notice shall also set forth facts  indicating  the effect of such action (to the
extent  such  effect may be known at the date of such  notice)  on the  Purchase
Price and the kind and  amount of the  shares  of stock or other  securities  or
property deliverable upon exercise of the Warrant.

7. Conversion Rights

     7.1 In lieu of  exercise  of any  portion  of the  Warrant as  provided  in
Section 2.1 hereof, the Warrant  represented by this Warrant Certificate (or any
portion  thereof)  may, at the  election of the Holder,  be  converted  into the
nearest  whole number of shares of Common Stock equal to: (1) the product of (a)
the number of Warrant  Shares to be so converted and (b) the excess,  if any, of
(i) the Market Price per share with respect to the date of conversion  over (ii)
the  purchase  price  per  Warrant  Share in  effect  on the  business  day next
preceding the date of conversion, divided by (2) the Market Price per share with
respect to the date of conversion.

     7.2 The conversion rights provided under this Section 7 may be exercised in
whole or in part and at any time and from time to time while any  portion of the
Warrant remains outstanding.  1n order to exercise the conversion privilege, the
Holder shall surrender to the Company, at its offices,  this Warrant Certificate
accompanied by a duly completed Notice of Conversion in the form attached hereto
as Exhibit B. The Warrant (or so much thereof as shall have been surrendered for
conversion)  shall be  deemed to have been  converted  immediately  prior to the
close of  business  on the day of  surrender  of such  Warrant  Certificate  for
conversion  in  accordance  with  the  foregoing  provisions.   As  promptly  as
practicable on or after the  conversion  date, the Company shall issue and shall
deliver to the Holder (i) a certificate or certificates  representing the number
of shares of Common  Stock to which the Holder  shall be entitled as a result of
the conversion,  and (ii) if the Warrant  Certificate is being converted in part
only,  a new  certificate  of  like  tenor  and  date  for  the  balance  of the
unconverted portion of the Warrant Certificate.

     7.3 "Market  Price",  as used with  reference  to any share of stock on any
specified date, shall mean:

(i) if such stock is listed and registered on any national  securities  exchange
or traded on The Nasdaq  Stock Market  ("Nasdaq"),  (A) the last  reported  sale
price on such  exchange or Nasdaq of such stock on the business day  immediately
preceding the  specified  date, or (B) if there shall have been no such reported


<PAGE>

sale price of such stock on the business day immediately preceding the specified
date,  the Overage of the last reported sale price on such exchange or on Nasdaq
on (x) the day next  preceding the specified date for which there was a reported
sale price and

     (y) the day next  succeeding  the  specified  date for  which  there  was a
reported sale price; or

(ii) if such stock is not at the time  listed on any such  exchange or traded on
Nasdaq but is traded on the over-the-counter  market as reported by the National
Quotation Bureau or other comparable service, (A) the average of the closing bid
and asked prices for such stock on the business day  immediately  preceding  the
specified  date,  or (B) if there shall have been no such reported bid and asked
prices for such stock on the business day  immediately  preceding  the specified
date, the average of the last bid and asked prices on (x) the day next preceding
the specified date for which such  information is available and (y) the day next
succeeding the specified date for which such information is available; or

(iii) if clauses (i) and (ii) above are not applicable, the fair value per share
of such stock as determined in good faith and on a reasonable basis by the Board
of Directors of the Company and, if requested, set forth in a certificate

8. Voluntary Adjustment by the Company

     The Company may, at its option, at any time during the term of the Warrant,
reduce the then current  Purchase Price to any amount deemed  appropriate by the
Board of Directors of the Company  and/or  extend the date of the  expiration of
the Warrant.

9. Registration Rights

     The Company has agreed with the Holder that the Company  will  register for
resale the  Warrant  Shares at the time the  Company  next files a  registration
statement with the United States Securities and Exchange  Commission to register
any of its securities.

     Notwithstanding  the  foregoing,  the Holder  agrees  that any  certificate
representing  Warrant Shares will have a restrictive legend thereon stating that
the  Warrant  Shares  cannot  be  transferred  except  in  compliance  with  the
Securities Act of 1933, as amended, and any applicable state securities laws.

10. Governing Law

     This Warrant  Certificate  shall be governed by and construed in accordance
with the laws of the State of Texas.

     IN WITNESS THEREOF,  the Company has caused this Warrant  Certificate to be
duly executed by its officers  thereunto duly  authorized and its corporate seal
to be affixed hereon, as of this 2nd day of July, 1998.

CHAPARRAL RESOURCES, INC.

By:
    -----------------------------

Name:
Title:

<PAGE>




Attest:

---------------------------------
Name:
Title:

         EXHIBIT A

NOTICE OF EXERCISE

     The undersigned hereby irrevocably elects to exercise,  pursuant to Section
2 of the Warrant Certificate accompanying this Notice of Exercise, _ Warrants of
the  total  number  of  Warrants  owned  by  the  undersigned  pursuant  to  the
accompanying  Warrant  Certificate,  and herewith  makes payment of the Purchase
Price of such shares in full.



--------------------------------
Name of Holder

--------------------------------
Signature

Address:

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

         EXHIBIT B

NOTICE OF CONVERSION

The undersigned hereby  irrevocably elects to convert,  pursuant to Section 7 of
the Warrant  Certificate  accompanying this Notice of Conversion,  _ Warrants of
the  total  number  of  Warrants  owned  by  the  undersigned  pursuant  to  the
accompanying  Warrant Certificate into shares of the Common Stock of the Company
(the "Shares").

The number of Shares to be received by the  undersigned  shall be  calculated in
accordance  with the  provisions  of  Section  7.1 of the  accompanying  Warrant
Certificate.

Name of Holder


Signature

Address: