Exhibit 10.4


          The security represented by this instrument was originally
          issued on May 10, 2002 [Completion Date] and has not
          been registered under the Securities Act of 1933, as
          amended. The transfer of such security is subject to the
          conditions specified in the Master Agreement dated as of
          May 9, 2002 between the issuer (the "Company") and a
          certain investor. The Company reserves the right to refuse
          the transfer of the security represented by this instrument
          until such conditions have been fulfilled with respect to
          the transfer. Upon written request, a copy of such
          conditions will be furnished by the Company to the holder
          hereof without charge.


                             STOCK PURCHASE WARRANT
                             ----------------------

Date of Issuance: May 10, 2002                        Certificate No. W-________

FOR VALUE RECEIVED, Chaparral Resources, Inc., a Delaware corporation (the
"Company"), hereby grants to Central Asian Industrial Holdings N.V. and its
successors and assigns (the "Holder") the right to purchase from the Company
3,076,923 shares of Warrant Stock at a price per share of U.S. $1.30 (as
adjusted from time to time hereunder, the "Exercise Price"). The amount and kind
of securities purchasable hereunder and the purchase price for such securities
are subject to adjustment pursuant to the provisions contained in this Warrant.

This Warrant was issued pursuant to a Master Agreement dated as of May 9, 2002
(the "Master Agreement") between the Company and Central Asian Industrial
Holdings N.V. This Warrant is the "Warrant" referred to in the Master Agreement.
All provisions of the Master Agreement are hereby incorporated herein in full by
reference.

Certain capitalized terms used in this Warrant are defined in Section 5. Unless
otherwise indicated herein, capitalized terms used in this Warrant have the same
meanings set forth in the Master Agreement.


     This Warrant is subject to the following provisions:

     Section 1.        Exercise and Conversion of Warrant.
     ---------         ----------------------------------

1.1 Exercise Period. The Holder may exercise the purchase rights represented by
this Warrant in accordance with Sections 1.2 and 1.3 at any time and from time
to time after the Date of Issuance to and including the fifth anniversary of the
Date of Issuance (the "Exercise Period"). The Company will give the Holder
written notice of the expiration of the Exercise Period at least 30 days but not
more than 90 days prior to the expiration of the Exercise Period.

<PAGE>



     1.2  Exercise of Warrant.
          -------------------

          (a) The Holder may exercise the purchase rights represented by this
     Warrant in whole or in part (but not as to any fractional shares of Warrant
     Stock) pursuant to this Section 1.2.

          (b) This Warrant will be deemed to have been exercised when the
     Company has received all of the following items (the "Exercise Time"):

               (i) a completed Exercise Notice in substantially the form
          attached as Exhibit I (an "Exercise Notice") executed by the Person
          exercising all or part of the purchase rights represented by this
          Warrant (the "Purchaser");

               (ii)  this Warrant;

               (iii) if this Warrant is not registered in the name of the
          Purchaser, an Assignment in substantially the form attached as Exhibit
          II evidencing the assignment of this Warrant to the Purchaser, in
          which case the Holder will have complied with the provisions set forth
          in Section 7; and

               (iv) either (A) a check payable to the Company in an amount equal
          to the product of the Exercise Price multiplied by the number of
          shares of Warrant Stock being purchased upon such exercise (the
          "Aggregate Exercise Price") or (B) the surrender to the Company of
          securities (including debt securities) of the Company having a Market
          Price equal to the Aggregate Exercise Price.

     1.3  Conversion of Warrant.
          ---------------------

          (a) In lieu of exercising this Warrant pursuant to Section 1.2, the
     Holder may convert the purchase rights represented by this Warrant in whole
     or in part (but not as to any fractional shares of Warrant Stock) pursuant
     to this Section 1.3 into a number of shares of Warrant Stock equal to:

                           N    -    [   [ N     x     EP ]    ]
                                           --------------
                                                 MP

          Where:

               N = the number of shares set forth in the Conversion Notice (as
          defined below) delivered by the Purchaser.

               EP = the Exercise Price determined as of the close of business on
          the business day immediately preceding the Conversion Time (as defined
          below).

               MP = the Market Price of a share of Warrant Stock determined as
          of the close of business on the business day immediately preceding the
          Conversion Time.

          (b) This Warrant will be deemed to have been converted when the
Company has received all of the following items (the "Conversion Time"):

<PAGE>


               (i)  a completed Conversion Notice in substantially the form
          attached as Exhibit III (a "Conversion Notice") executed by the
          Purchaser;


               (ii)  this Warrant;

               (iii) if this Warrant is not registered in the name of the
          Purchaser, an Assignment in substantially the form attached as Exhibit
          II evidencing the assignment of this Warrant to the Purchaser, in
          which case the Holder will have complied with the provisions set forth
          in Section 7.

     1.4 Exercise and Conversion Procedures.
         ----------------------------------

         (a) Certificates for shares of Warrant Stock purchased upon the
         exercise or conversion of this Warrant will be delivered by the Company
         to the Purchaser within five business days after the date of the
         Exercise Time or Conversion Time, as applicable. Unless this Warrant
         has expired or all of the purchase rights represented hereby have been
         exercised or converted, the Company will prepare a new Warrant,
         substantially identical hereto, representing the rights formerly
         represented by this Warrant which have not expired or been exercised or
         converted, and will, within such five-day period, deliver such new
         Warrant to the Person designated for delivery in the Exercise Notice or
         Conversion Notice, as applicable.

         (b) The Warrant Stock issuable upon the exercise or conversion of this
         Warrant will be deemed to have been issued to the Purchaser, and the
         Purchaser will be deemed for all purposes to have become the record
         holder of such Warrant Stock, at the Exercise Time or Conversion Time,
         as applicable.

         (c) The issuance of certificates for shares of Warrant Stock upon the
         exercise or conversion of this Warrant will be made without charge to
         the Holder or the Purchaser for any issuance tax in respect thereof or
         other cost incurred by the Company in connection with such exercise or
         conversion and the related issuance of shares of Warrant Stock. Each
         share of Warrant Stock issuable upon the exercise or conversion of this
         Warrant will, when issued in accordance with this Warrant, be fully
         paid and nonassessable and free from all liens and charges with respect
         to the issuance thereof.

         (d) The Company will not close its books against the transfer of this
         Warrant or of any share of Warrant Stock issued or issuable upon the
         exercise or conversion of this Warrant in any manner which interferes
         with the timely exercise or conversion of this Warrant. The Company
         will from time to time take all such action as may be necessary to
         assure that the par value per share of the unissued Warrant Stock
         acquirable upon the exercise or conversion of this Warrant is at all
         times equal to or less than the Exercise Price then in effect.

         (e) The Company will assist and cooperate with the Holder or Purchaser
         with respect to any governmental filings or governmental approvals
         required to be made or obtained prior to or in connection with any
         exercise or conversion of this Warrant (including making any filings
         and obtaining any approvals required to be made or obtained by the
         Company).

<PAGE>


         (f) Notwithstanding any other provision hereof, if an exercise or
         conversion of any portion of this Warrant is to be made in connection
         with a public offering, the exercise or conversion may, at the election
         of the Purchaser, be conditioned upon the consummation of the public
         offering in which case such exercise or conversion will not be deemed
         to be effective until the consummation of the public offering.

         (g) The Company will at all times reserve and keep available out of its
         authorized but unissued shares of Warrant Stock, solely for the purpose
         of issuance upon the exercise or conversion of this Warrant, such
         number of shares of Warrant Stock issuable upon the exercise or
         conversion of this Warrant in full. The Company will take all such
         actions as may be necessary to assure that all such shares of Warrant
         Stock may be so issued without violation of any applicable law or
         governmental regulation or any requirements of any domestic securities
         exchange or automated inter-dealer quotation system upon which shares
         of Warrant Stock may be listed (except for official notice of issuance,
         which will be immediately delivered by the Company upon each such
         issuance).

     1.5 Fractional Shares. If a fractional share of Warrant Stock would, but
         for the provisions of Sections 1.2 and 1.3, be issuable upon the
         exercise or conversion of this Warrant, the Company will, within five
         business days after the date of the Exercise Time or Conversion Time,
         as applicable, deliver to the Purchaser a check payable to the
         Purchaser in lieu of such fractional share in an amount equal to the
         difference between the Market Price of such fractional share as of the
         Exercise Time or Conversion Time, as applicable, and the Exercise Price
         of such fractional share.

     Section 2. Adjustment of Exercise Price and Number of Shares. In order to
     prevent dilution of the rights granted under this Warrant, the Exercise
     Price and the number of shares of Warrant Stock obtainable upon the
     exercise or conversion of this Warrant will be subject to adjustment from
     time to time as provided in this Section 2.

     2.1 Adjustment of Exercise Price and Number of Shares upon Issuance of
     Common Stock. If and whenever on or after the Date of Issuance of this
     Warrant the Company issues or sells, or in accordance with Section 2.2 is
     deemed to have issued or sold, any shares of Common Stock for a
     consideration per share less than U.S. $1.30 (as such amount is
     proportionately adjusted for stock splits, stock dividends, reverse stock
     splits, recapitalizations and similar transactions affecting the Common
     Stock after the Date of Issuance, the "Base Price"), except with respect to
     any acquisition by way of issuance of Common Stock or any issuance of
     Common Stock to Persons related to the Company, then immediately upon such
     issuance or sale the Exercise Price will be reduced to the Exercise Price
     determined by multiplying the Exercise Price in effect immediately prior to
     such issuance or sale by a fraction, the numerator of which will be the sum
     of (a) the number of shares of Common Stock Deemed Outstanding immediately
     prior to such issuance or sale multiplied by the Base Price, plus (b) the
     consideration, if any, received by the Company upon such issuance or sale,
     and the denominator of which will be the product derived by multiplying the
     Base Price times the number of shares of Common Stock Deemed Outstanding

<PAGE>


     immediately after such issuance or sale. Upon each such adjustment of the
     Exercise Price hereunder, the number of shares of Warrant Stock acquirable
     upon the exercise or conversion of this Warrant will be adjusted to the
     number of shares determined by multiplying the Exercise Price in effect
     immediately prior to such adjustment by the number of shares of Warrant
     Stock acquirable upon the exercise or conversion of this Warrant
     immediately prior to such adjustment and dividing the product thereof by
     the Exercise Price resulting from such adjustment.


     2.2 Effect on Exercise Price of Certain Events. For purposes of determining
     the adjusted Exercise Price under Section 2.1, the following will be
     applicable:

         (a) Issuance of Rights or Options. If the Company in any manner grants
         any rights or options to subscribe for or to purchase Common Stock or
         any stock or other securities convertible into or exchangeable for
         Common Stock (such rights or options being herein called "Options" and
         such convertible or exchangeable stock or securities being herein
         called "Convertible Securities") and the price per share for which
         Common Stock is issuable upon the exercise of such Options or upon
         conversion or exchange of such Convertible Securities is less than the
         Base Price determined as of immediately prior to the time of the
         granting of such Options, then the total maximum number of shares of
         Common Stock issuable upon the exercise of such Options or upon
         conversion or exchange of the total maximum amount of such Convertible
         Securities issuable upon the exercise of such Options will be deemed to
         be outstanding and to have been issued and sold by the Company for such
         price per share. For purposes of this Section, the "price per share for
         which Common Stock is issuable upon exercise of such Options or upon
         conversion or exchange of such Convertible Securities" is determined by
         dividing (i) the total amount, if any, received or receivable by the
         Company as consideration for the granting of such Options, plus the
         minimum aggregate amount of additional consideration payable to the
         Company upon the exercise of all such options, plus in the case of such
         Options which relate to Convertible Securities, the minimum aggregate
         amount of additional consideration, if any, payable to the Company upon
         the issuance or sale of such Convertible Securities and the conversion
         or exchange thereof, by (ii) the total maximum number of shares of
         Common Stock issuable upon exercise of such Options or upon the
         conversion or exchange of all such Convertible Securities issuable upon
         the exercise of such Options. No adjustment of the Exercise Price will
         be made upon the actual issuance of such Common Stock or of such
         Convertible Securities upon the exercise of such Options or upon the
         actual issuance of such Common Stock upon conversion or exchange of
         such Convertible Securities.

         (b) Issuance of Convertible Securities. If the Company in any manner
         issues or sells any Convertible Securities and the price per share for
         which Common Stock is issuable upon such conversion or exchange is less
         than the Base Price determined as of immediately prior to the time of
         such issuance or sale, then the maximum number of shares of Common
         Stock issuable upon conversion or exchange of such Convertible
         Securities will be deemed to be outstanding and to have been issued and
         sold by the Company for such price per share. For the purposes of this
         Section, the "price per share for which Common Stock is issuable upon
         such conversion or exchange" is determined by dividing (i) the total
         amount received or receivable by the Company as consideration for the

<PAGE>

         issuance or sale of such Convertible Securities, plus the minimum
         aggregate amount of additional consideration, if any, payable to the
         Company upon the conversion or exchange thereof, (ii) the total maximum
         number of shares of Common Stock issuable upon the conversion or
         exchange of all such Convertible Securities. No adjustment of the
         Exercise Price will be made upon the actual issuance of such Common
         Stock upon conversion or exchange of such Convertible Securities, and
         if any such issuance or sale of such Convertible Securities is made
         upon exercise of any Options for which adjustments of the Exercise
         Price has been or are to be made pursuant to other provisions of this
         Section 2.2, no further adjustment of the Exercise Price will be made
         by reason of such issuance or sale.

         (c) Change in Option Price or Conversion Rate. If the purchase price
         provided for in any Options, the additional consideration, if any,
         payable upon the issuance, conversion or exchange of any Convertible
         Securities, or the rate at which any Convertible Securities are
         convertible into or exchangeable for Common Stock change at any time,
         the Exercise Price in effect at the time of such change will be
         readjusted to the Exercise Price which would have been in effect at
         such time had such Options or Convertible Securities still outstanding
         provided for such changed purchase price, additional consideration or
         changed conversion rate, as the case may be, at the time initially
         granted, issued or sold and the number of shares of Warrant Stock will
         be correspondingly readjusted; provided that if such adjustment would
         result in an increase of the Exercise Price then in effect, such
         adjustment will not be effective until 30 days after written notice
         thereof has been given by the Company to the Holder.

         (d) Treatment of Expired Options and Unexercised Convertible
         Securities. Upon the expiration of any Option or the termination of any
         right to convert or exchange any Convertible Securities without the
         exercise of such Option or right, the Exercise Price then in effect and
         the number of shares of Warrant Stock acquirable hereunder will be
         adjusted to the Exercise Price and the number of shares which would
         have been in effect at the time of such expiration or termination had
         such Option or Convertible Securities, to the extent outstanding
         immediately prior to such expiration or termination, never been issued;
         provided that if such expiration or termination would result in an
         increase in the Exercise Price then in effect, such increase will not
         be effective until 30 days after written notice thereof has been given
         by the Company to the Holder.

         (e) Calculation of Consideration Received. If any Common Stock, Options
         or Convertible Securities are issued or sold or deemed to have been
         issued or sold for cash, the consideration received therefor will be
         deemed to be the net amount received by the Company therefor. In case
         any Common Stock, Options or Convertible Securities are issued or sold
         for a consideration other than cash, the amount of the consideration
         other than cash received by the Company will be the fair value of such
         consideration, except where such consideration consists of securities,
         in which case the amount of consideration received by the Company will
         be the Market Price thereof as of the date of receipt. In case any
         Common Stock, Options or Convertible Securities are issued to the
         owners of the non-surviving entity in connection with any merger in
         which the Company is the surviving entity, the amount of consideration
         therefor will be deemed to be the fair value of such portion of the net

<PAGE>


         assets and business of the non-surviving entity as is attributable to
         such Common Stock, Options or Convertible Securities, as the case may
         be. The fair value of any consideration other than cash or securities
         will be determined jointly by the Company and the Holder. If such
         parties are unable to reach agreement within a reasonable period of
         time, such fair value will be determined by an appraiser jointly
         selected by the Company and the Holder. The determination of such
         appraiser will be final and binding on the Company and the Holder, and
         the fees and expenses of such appraiser will be paid by the Company.

         (f) Integrated Transactions. In case any Option is issued in connection
         with the issuance or sale of other securities of the Company, together
         comprising one integrated transaction in which no specific
         consideration is allocated to such Options by the parties thereto, the
         Options will be deemed to have been issued without consideration.

         (g) Treasury Shares. The number of shares of Common Stock outstanding
         at any given time does not include shares owned or held by or for the
         account of the Company or any Subsidiary, and the disposition of any
         shares so owned or held will be considered an issuance or sale of
         Common Stock

         (h) Record Date. If the Company takes a record of the holders of Common
         Stock for the purpose of entitling them (i) to receive a dividend or
         other distribution payable in Common Stock, Options or Convertible
         Securities or (ii) to subscribe for or purchase Common Stock, Options
         or Convertible Securities, then such record date will be deemed to be
         the date of the issuance or sale of the shares of Common Stock deemed
         to have been issued or sold upon the declaration of such dividend or
         the making of such other distribution or the date of the granting of
         such right of subscription or purchase, as the case may be.

     2.3 Subdivision or Combination of Common Stock. If the Company at any time
     subdivides (by any stock split, stock dividend, recapitalization or
     otherwise) one or more classes of its outstanding shares of Common Stock
     into a greater number of shares, the Exercise Price in effect immediately
     prior to such subdivision will be proportionately reduced and the number of
     shares of Warrant Stock obtainable upon the exercise or conversion of this
     Warrant will be proportionately increased. If the Company at any time
     combines (by reverse stock split or otherwise) one or more classes of its
     outstanding shares of Common Stock into a smaller number of shares, the
     Exercise Price in effect immediately prior to such combination will be
     proportionately increased and the number of shares of Warrant Stock
     obtainable upon the exercise or conversion of this Warrant will be
     proportionately decreased.

     2.4 Reorganization, Reclassification, Consolidation, Merger or Sale. Any
     recapitalization, reorganization, reclassification, consolidation, merger,
     sale of all or substantially all of the Company's assets to another Person
     or other transaction which is effected in such a way that holders of Common
     Stock are entitled to receive (either directly or upon subsequent
     liquidation) stock, securities or assets with respect to or in exchange for
     Common Stock is referred to herein as "Organic Change." Prior to the
     consummation of any Organic Change, the Company will make appropriate
     provision (in form and substance satisfactory to the Holder) to insure that

<PAGE>


     the Holder will thereafter have the right to acquire and receive in lieu of
     or addition to, as the case may be, the shares of Warrant Stock immediately
     theretofore acquirable and receivable upon the exercise or conversion of
     this Warrant, such shares of stock, securities or assets as may be issued
     or payable with respect to or in exchange for the number of shares of
     Warrant Stock immediately theretofore acquirable and receivable upon
     exercise or conversion of this Warrant had such Organic Change not taken
     place. In any such case, the Company will make appropriate provision (in
     form and substance satisfactory to the Holder) with respect to the Holder's
     rights and interests to insure that the provisions of this Section 2 and
     Sections 3 and 4 will thereafter be applicable to this Warrant (including,
     in the case of any such consolidation, merger or sale in which the
     successor entity or purchasing entity is other than the Company, an
     immediate adjustment of the Exercise Price to the value for the Common
     Stock reflected by the terms of such consolidation, merger or sale, and a
     corresponding immediate adjustment in the number of shares of Warrant Stock
     acquirable and receivable upon the exercise or conversion of this Warrant,
     if the value so reflected is less than the Base Price in effect immediately
     prior to such consolidation, merger or sale). The Company will not effect
     any such consolidation, merger or sale unless prior to the consummation
     thereof, the successor entity (if other than the Company) resulting from
     consolidation or merger or the entity purchasing such assets assumes by
     written instrument (in form and substance satisfactory to the Holder) the
     obligation to deliver to the Holder such shares of stock, securities or
     assets as, in accordance with the foregoing provisions, the Holder may be
     entitled to acquire.

     2.5 Certain Events. If any event occurs of the type contemplated by the
     provisions of this Section 2 but not expressly provided by such provisions
     (including the granting of stock appreciation rights, phantom stock rights
     or other rights with equity features), then the Company's board of
     directors will make an appropriate adjustment in the Exercise Price and the
     number of shares of Warrant Stock obtainable upon the exercise conversion
     of this Warrant so as to protect the rights of the Holder; provided that no
     such adjustment will increase the Exercise Price or decrease the number of
     shares of Warrant Stock obtainable as otherwise determined pursuant to this
     Section 2.


         2.6      Notices.
                  -------

         (a) Immediately upon any adjustment of the Exercise Price, the Company
         will give written notice thereof to the Holder, setting forth in
         reasonable detail and certifying the calculation of such adjustment.

         (b) The Company will give written notice to the Holder at least 20 days
         prior to the date on which the Company closes its books or takes a
         record (i) with respect to any dividend or distribution, including
         Liquidating Dividends as set forth in Section 3, upon the Common Stock,
         (ii) with respect to any pro rata subscription offer to holders of
         Common Stock, (iii) with respect to any Purchase Rights as set forth in
         Section 4 or (iv) for determining rights to vote with respect to any
         Organic Change, dissolution or liquidation.

     Section 3. Liquidating Dividends. If the Company declares or pays a
     dividend upon the Common Stock payable otherwise than in cash out of
     earnings or earned surplus (determined in accordance with United States

<PAGE>

     generally accepted accounting principles, consistently applied) except for
     a stock dividend payable in shares of Common Stock (a "Liquidating
     Dividend"), then the Company will pay to the Holder at the time of payment
     thereof the Liquidating Dividend which would have been paid to the Holder
     on the Warrant Stock had this Warrant been fully exercised immediately
     prior to the date on which a record is taken for such Liquidating Dividend
     or, if no record is taken, the date as of which the record holders of
     Common Stock entitled to such dividends are to be determined.

     Section 4. Purchase Rights. If at any time the Company grants, issues or
     sells any Options, Convertible Securities or rights to purchase stock,
     warrants, securities or other property pro rata to the record holders of
     any class of Common Stock ("Purchase Rights"), then the Holder will be
     entitled to acquire, upon the terms applicable to such Purchase Rights, the
     aggregate Purchase Rights which the Holder could have acquired if the
     Holder had held the number of shares of Warrant Stock acquirable upon
     complete exercise of this Warrant immediately before the date on which a
     record is taken for the grant, issuance or sale of such Purchase Rights or,
     if no such record is taken, the date as of which the record holders of
     Common Stock are to be determined for the grant, issuance or sale of such
     Purchase Rights.


Section 5. Definitions. The following terms have meanings set forth below:

     "Common Stock" means, collectively, the Company's Common Stock, par value
     U.S. $0.0001 per share, and any capital stock of any class of the Company
     hereafter authorized which is not limited to a fixed sum or percentage of
     par or stated value in respect to the rights of the holders thereof to
     participate in dividends or in the distribution of assets upon any
     liquidation, dissolution or winding up of the Company.

     "Common Stock Deemed Outstanding" means, at any given time, the number of
     shares of Common Stock actually outstanding at such time, plus the number
     of shares of Common Stock deemed to be outstanding pursuant to Sections
     2.2(a) and 2.2(b), regardless of whether the Options or Convertible
     Securities are actually exercisable at such time, but excluding any shares
     of Common Stock issuable upon the exercise or conversion of this Warrant.

     "Market Price" of any security means the average of the closing prices of
     such security's sales on all securities exchanges on which such security
     may at the time be listed or, if there has been no sales on any such
     exchange on any day, the average of the highest bid and lowest asked prices
     on all such exchanges at the end of such day or, if on any day such
     security is not so listed, the average of the representative bid and asked
     prices quoted by The Nasdaq Stock Market, Inc. as of 4:00 P.M., New York
     City time, or, if on any day such security is not quoted by The Nasdaq
     Stock Market, Inc., the average of the highest bid and lowest asked prices
     on such day in the domestic over-the-counter market as reported by the
     National Quotation Bureau, Incorporated, or any similar successor
     organization, in each such case averaged over a period of 21 days
     consisting of the day as of which "Market Price" is being determined and
     the 20 consecutive business days prior to such day. If at any time such
     security is not listed on any securities exchange or quoted by The Nasdaq
     Stock Market, Inc. or the over-the-counter market, the "Market Price" will
     be the fair value thereof determined jointly by the Company and the Holder.
     If the parties are unable to reach agreement within a reasonable period of
     time, such fair value will be determined by an appraiser jointly selected

<PAGE>


     by the Company and the Holder. The determination of such appraiser will be
     final and binding upon the parties, and the fees and expenses of such
     appraiser will be borne by the Company.

     "Person" means an individual, a corporation, a partnership, a limited
     liability company, an association, a joint stock company, a trust, a joint
     venture, an unincorporated organization and a governmental entity or any
     department, agency or political subdivision thereof.

     "Subsidiary" means any corporation, partnership, limited liability company,
     association, joint stock company, trust or other business entity of which
     (a) a majority of the total voting power of shares of stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors is at the time owned or controlled, directly or
     indirectly, by the Company, one or more Subsidiaries of the Company or a
     combination thereof or (b) a majority of the partnership, membership or
     other similar ownership interest thereof is at the time owned or
     controlled, directly or indirectly, by the Company, one or more
     Subsidiaries of the Company or a combination thereof. For purposes of this
     Warrant, a Person will be deemed to have a majority ownership interest in a
     partnership, limited liability company, association, trust or other
     business entity if such Person is allocated a majority of partnership,
     membership, association, trust or other business entity gains or losses or
     controls the general partner, managing member, trustee or other controlling
     Person of such partnership, limited liability company, association, trust
     or other business entity.

     "Warrant Stock" means shares of the Company's Common Stock; provided that
     if there is a change such that the securities issuable upon the exercise or
     conversion of this Warrant are issued by an entity other than the Company
     or there is a change in the class of securities so issuable, then the term
     "Warrant Stock" will mean one share of the securities issuable upon the
     exercise or conversion of this Warrant if such securities is issuable in
     shares, or will mean the smallest unit in which such securities is issuable
     if such securities is not issuable in shares.

     Section 6. No Voting Rights; Limitations of Liability. This Warrant will
     not entitle the Holder to any voting rights or other rights as a
     stockholder of the Company. No provision hereof, in the absence of
     affirmative action by the Holder to purchase or acquire Warrant Stock, and
     no enumeration herein of the rights or privileges of the Holder, will give
     rise to any liability of the Holder for the Exercise Price of Warrant Stock
     acquirable by exercise or conversion of this Warrant or as a stockholder of
     the Company.

     Section 7. Warrant Transferable. Subject to the transfer conditions
     referred to in the legend endorsed hereon, this Warrant and all rights
     hereunder are transferable, in whole or in part, without charge to the
     Holder, upon surrender of this Warrant with a properly executed Assignment
     in substantially the form of Exhibit II at the principal office of the
     Company.

     Section 8. Warrant Exchangeable for Different Denominations. This Warrant
     is exchangeable, upon the surrender hereof by the Holder at the principal
     office of the Company, for new Warrants of like tenor representing in the
     aggregate the purchase rights hereunder, and each of such new Warrants will
     represent such portion of such rights as is designated by the Holder at the
     time of such surrender. The date the Company initially issues this Warrant

<PAGE>


     will be deemed to be the "Date of Issuance" hereof regardless of the number
     of times new certificates representing the unexpired and unexercised rights
     formerly represented by this Warrant are issued.

     Section 9. Replacement. Upon receipt of evidence reasonably satisfactory to
     the Company (an affidavit of the Holder will be satisfactory) of the
     ownership and the loss, theft, destruction or mutilation of any certificate
     evidencing this Warrant, and in the case of any such loss, theft or
     destruction, upon receipt of indemnity reasonably satisfactory to the
     Company (provided that if the Holder is [Central Asian Industrial Holdings
     N.V.] or a financial institution or other institutional investor its own
     agreement will be satisfactory) or, in the case of any such mutilation upon
     surrender of such certificate, the Company will (at its expense) execute
     and deliver in lieu of such certificate a new certificate of like kind
     representing the same rights represented by such lost, stolen, destroyed or
     mutilated certificate and dated the date of such lost, stolen, destroyed or
     mutilated certificate.

     Section 10. Notices. All notices referred to in this Warrant will be in
     writing and will be deemed to have been given when delivered in the manner
     and to the addresses provided in Section 9.02 of the Master Agreement.

     Section 11. Amendment and Waiver. Except as otherwise provided herein, the
     provisions of this Warrant may be amended and the Company may take any
     action herein prohibited, or omit to perform any act herein required to be
     performed by it, only if the Company has obtained the written consent of
     the Holder.

     Section 12. Descriptive Headings. The descriptive headings of the several
     Sections of this Warrant are inserted for convenience only and do not
     constitute a part of this Warrant.

     Section 13. GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
     VALIDITY AND INTERPRETATION OF THIS WARRANT WILL BE GOVERNED BY THE
     INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF DELAWARE.


          Section 14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY
     IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY
     ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT. EACH OF
     THE PARTIES AGREES THAT ALL MATTERS OF LAW AND FACT IN CONNECTION WITH ANY
     SUCH ACTION OR PROCEEDING WILL BE HEARD AND DECIDED SOLELY BY THE COURT
     BEFORE WHICH SUCH ACTION OR PROCEEDING IS BROUGHT IN ACCORDANCE WITH
     SECTION 15.

          Section 15. Submission to Jurisdiction. The Company and the Holder
     each hereby submit to the exclusive jurisdiction of any state or federal
     court sitting in Wilmington, Delaware, in any action or proceeding arising
     out of or relating to this Warrant, agree that all claims in respect of the
     action or proceeding may be heard and determined in any such court, and
     agree not to bring any action or proceeding arising out of or relating to
     this Warrant in any other court. The Company and the Holder each hereby
     waive any defense of inconvenient forum to be maintenance of any action or

<PAGE>


     proceeding so brought and waive any bond, surety or other security that
     might be required of any other party with respect thereto. The Company and
     the Holder each agree that a final judgment in any action or proceeding so
     brought will be conclusive and may be enforced by suit on the judgment or
     in any other manner provided by law.

<PAGE>




                                    * * * * *


     IN WITNESS WHEREOF, the Company has executed and delivered this Warrant on
May 10, 2002.



                                            CHAPARRAL RESOURCES, INC.

                                            By  /s/  James A. Jeffs
                                                --------------------------------

                                            Its      Co-Chairman
                                                     ---------------------------


<PAGE>


                                                                       EXHIBIT I




                             FORM OF EXERCISE NOTICE

                 [To be executed only upon exercise of Warrant]



To CHAPARRAL RESOURCES, INC.:

         The undersigned registered holder of the attached Warrant hereby
irrevocably exercises such Warrant for, and purchases thereunder, __________
shares of the Warrant Stock and herewith makes payment of $__________ therefor,
and requests that the certificates for such shares be issued in the name of, and
delivered to _____________________, whose address
is_____________________________________.

Dated:                                    _____________________________________


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

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

         The Company hereby acknowledges this Notice and hereby directs
[TRANSFER AGENT] to issue the above indicated number of _______ shares of
Warrant Stock, in accordance with the Transfer Agent Instructions dated
_____________________, 2002 from the Company and acknowledged and agreed to by
[TRANSFER AGENT].

                                            CHAPARRAL RESOURCES, INC.


                                            By:________________________________
                                               Name:
                                               Title:

<PAGE>


                                                                     EXHIBIT II





                               FORM OF ASSIGNMENT
                               ------------------


To CHAPARRAL RESOURCES, INC.:

     FOR VALUE RECEIVED, the undersigned registered holder of the attached
Warrant hereby sells, assigns and transfers unto _________________ the rights
represented by such Warrant to purchase __________ shares of the Warrant Stock
of CHAPARRAL RESOURCES, INC. to which and such Warrant relates, and appoints
______________ Attorney to make such transfer on the books of CHAPARRAL
RESOURCES, INC. maintained for such purpose, with full power of substitution in
the premises.

Dated:                                      ___________________________________


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

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

<PAGE>


                                                                     EXHIBIT III





                            FORM OF CONVERSION NOTICE
                            -------------------------

                [To be executed only upon conversion of Warrant]

To CHAPARRAL RESOURCES, INC.:

     The undersigned registered holder of the attached Warrant hereby
irrevocably converts such Warrant with respect to _________ shares of the Common
Stock which such holder would be entitled to receive upon the exercise thereof,
and requests that the certificates for such shares be issued in the name of, and
delivered to _________________, whose address is _____________________________.


Dated:                                      -----------------------------------


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

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

     The Company hereby acknowledges this Notice and hereby directs [TRANSFER
AGENT] to issue the above indicated number of _______ shares of Warrant Stock,
in accordance with the Transfer Agent Instructions dated _____________________,
2002 from the Company and acknowledged and agreed to by [TRANSFER AGENT].

                                            CHAPARRAL RESOURCES, INC.


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