THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
            SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
           HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE
           ABSENCE OF SUCH REGISTRATION, UNLESS AN EXEMPTION FROM THE
             REQUIREMENT OF SUCH REGISTRATION IS AVAILABLE UNDER THE
                      CIRCUMSTANCES AT THE TIME OBTAINING.

         Void After 5:00 P.M. Houston, Texas Time on __________________

                            CHAPARRAL RESOURCES, INC.
                          Common Stock Purchase Warrant

     CHAPARRAL  RESOURCES,  INC.,  a Colorado  corporation  ("Chaparral"  or the
"Company"),  hereby certifies that, as partial  consideration for a loan granted
to   the    Company   by    ________________________,    with   an   office   at
___________________________________-   _________________  ("______________")  as
evidenced by the  Promissory  Note in the amount of  $_____________  dated as of
____________________,   and   for   other   valuable   consideration   received,
________________,  or its permitted assigns,  is entitled,  subject to the terms
and conditions  herein set forth, to purchase from the Company up to ___________
fully paid and  non-assessable  shares of Common Stock,  $.10 par value,  of the
Company,  at the per share  purchase  price  (the  "Purchase  Price")  of $0.25,
subject to adjustment as hereinafter  provided, at any time or from time to time
on or  after  the  date  hereof  and up to  5:00  P.M.  Houston,  Texas  time on
_____________________  (the "Expiration Date"). The number and character of such
shares of Common Stock are subject to adjustment as provided

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

     (a)  "Act" shall mean the Securities Act of 1933, as amended.

     (b)  "Additional  Shares of Common Stock" shall mean all shares  (including
          treasury  shares)  of Common  Stock  issued or sold (or,  pursuant  to
          Section 3.7 hereof, deemed to be issued) by the Company after the date
          hereof,  whether  or not  subsequently  reacquired  or  retired by the
          Company,  other than shares of Common Stock issuable  pursuant to this
          Warrant.

     (c)  "Adjusted  Exercise Price" shall have the meaning specified in Section
          3.2 hereof.

     (d)  "Company" means  Chaparral  Resources,  Inc. or any corporation  which
          shall  succeed to or assume the  obligations  of Chaparral  Resources,
          Inc. hereunder.

     (e)  "Common Stock" shall mean the Common Stock,  par value $.10 per share,
          of the Company  and any stock into which such common  stock shall have
          been changed or any stock resulting from any  reclassification of such
          common stock,


<PAGE>



     (f)  "Convertible  Securities"  shall mean any  evidences of  indebtedness,
          shares of stock (other than Common Stock) or other securities directly
          or indirectly convertible into or exchangeable for Common Stock, other
          than any securities issuable pursuant to this Warrant.

     (g)  "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 sale price of such stock on the
          business day immediately  preceding the specified date, the average 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 which
          there was a reported sale price; and

          (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 delivered to the holder of this
          Warrant upon the exercise hereof.

     (h)  "Options"  shall mean rights,  options or warrants to  subscribe  for,
          purchase or  otherwise  acquire  either  Common  Stock or  Convertible
          Securities.

     (i)  "Other  Securities"  shall mean any stock and other  securities of the
          Company or any other person (corporate or otherwise) which the holders
          of this  Warrant at any time shall be entitled  to  receive,  or shall
          have  received,  upon the exercise of this  Warrant,  in lieu of or in
          addition to the Common  Stock,  or which at any time shall be issuable
          or shall have been issued to holders of the

                                        2

<PAGE>



          Common Stock in exchange for, in addition to, or in replacement of the
          Common Stock or Other Securities pursuant to Section 3.5 or otherwise.

     (j)  "Purchase Price" shall mean $0.25 per share,  subject to adjustment as
          provided herein.

2. Exercise of Warrant.
   -------------------

2.1  Manner of Exercise.
     ------------------

          (a) This Warrant may be exercised by the holder hereof, in whole or in
          part  (but not as to fewer  than  1,000  shares  of the  Common  Stock
          unless,  at the time of exercise,  this Warrant entitles the holder to
          purchase fewer than 1,000 shares of the Common Stock), on any business
          day on or after the date hereof and before 5:00 P.M.,  Houston,  Texas
          time on  ____________________,  by surrender of this Warrant, with the
          form of  subscription  at the end  hereof (or a  reasonable  facsimile
          thereof) duly executed by such holder, to the Company at its office in
          Houston,  Texas, and, except as otherwise  provided in Section 2.1(b),
          accompanied by payment, by certified or official bank check payable to
          the order of the Company,  in the amount  obtained by multiplying  (x)
          the number of shares of the Common Stock (without giving effect to any
          adjustment  therein)  designated in such form of subscription (or such
          reasonable facsimile) by (y) the Purchase Price, and such holder shall
          thereupon  be  entitled  to receive the number of shares of the Common
          Stock determined as provided hereunder.

          (b) In addition to the method of payment set forth in Section  2.1(a),
          and in lieu of any cash  payment  required  thereunder,  the holder of
          this Warrant shall have the right at any time and from time to time to
          exercise this Warrant in full or in part by surrendering this Warrant,
          with the  form of  subscription  at the end  hereof  (or a  reasonable
          facsimile thereof) duly executed by such holder, to the Company at its
          office in  Houston,  Texas,  in  exchange  for which the holder  shall
          receive  the number of shares of Common  Stock equal to the product of
          (x) the number of shares as to which the  Warrant is being  exercised,
          multiplied  by (y) a fraction,  the  numerator  of which is the Market
          Price of one share of the  Common  Stock  less the per share  Purchase
          Price then in effect and the  denominator of which is the Market Price
          of one share of the Common Stock.

2.2. When Exercise  Effective.  Each exercise of this Warrant shall be deemed to
have been  effected  immediately  prior to the close of business on the business
day on which this Warrant shall have been surrendered to the Company as provided
in Section 2.1, and the person(s) in whose name(s) the certificate(s) for shares
of the  Common  Stock (or  Other  Securities)  that are to be  issued  upon such
exercise in accordance  with Section 2.3 shall be deemed the holder(s) of record
thereof at such time.


                                        3

<PAGE>

2.3.  Delivery  of Stock  Certificates.  etc. As soon as  practicable  after the
exercise of this Warrant in full or in part in accordance  herewith 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 hereof, or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
direct,

          (a) a certificate or certificates,  marked with an appropriate  legend
          referring to the terms of this Warrant and any applicable restrictions
          on such shares  imposed by the Federal or any state  securities  laws,
          for  the  number  of  full  shares  of  the  Common  Stock  (or  Other
          Securities) to which such holder shall be entitled. upon such exercise
          plus,  in lieu of any  fractional  share to which  such  holder  would
          otherwise be entitled, cash in an amount equal to the same fraction of
          the Market  Price of one full share of the Common  Preferred  Stock on
          the business day next preceding the date of such exercise, and

          (b) in case such  exercise is in part only,  a new Warrant or Warrants
          of like tenor,  calling in the  aggregate on the face or faces thereof
          for the number of shares of the Common  Stock  equal  (without  giving
          effect to any adjustment  therein) to the number of such shares called
          for on the face of this Warrant minus the number of shares  designated
          by the holder upon such exercise as provided in Section 2.1.

3. Common Stock Issuable Upon Exercise.
   -----------------------------------

3.1. General.  The number of shares of the Common Stock which the holder of this
Warrant shall be entitled to receive upon the exercise  hereof or, if securities
or other  property in addition to or in lieu of the Common Stock shall by reason
of the  operation  of the  provisions  of this  Section  be  issuable  upon such
exercise,  the amount and kind of such  securities or other  property,  shall be
adjusted or determined as provided in this Section 3.

3.2. Adjusted Exercise Price. The number of shares of the Common Stock which the
holder of this Warrant  shall be entitled to receive  upon the  exercise  hereof
shall be  determined  by  multiplying  the number of shares of the Common  Stock
which,  but for the  provisions  of this Section 3, would  otherwise be issuable
upon such exercise,  as designated by the holder hereof pursuant to Section 2.1,
by the fraction of which the numerator is the per share  Purchase  Price and the
denominator  is the per share  Adjusted  Exercise  Price (as herein  defined) in
effect on the date of such exercise.  The per share  adjusted  Exercise Price of
the Common Stock shall initially be the Purchase Price (as defined in Section 1)
and shall be  adjusted  and  readjusted  from time to time as  provided  in this
Section 3 (and,  as so adjusted or  readjusted,  shall  remain in effect until a
further adjustment or readjustment thereof is required by this Section 3).

3.3. Stock Dividends, Stock Splits. etc. In case the Company at any time or from
time to time after the date  hereof  shall  declare or pay any  dividend  on the
Common Stock payable in Common Stock, or effect a subdivision of the outstanding
shares of the Common  Stock into a greater  number of shares of the Common Stock


                                        4

<PAGE>



(by  reclassification  or  otherwise  than by payment of a dividend in shares of
Common Stock),  then, in any such event,  the per share Adjusted  Exercise Price
per share  shall be  adjusted  effective  as of the close of business on (i) the
record date for the  determination  of  shareholders  entitled  to receive  such
dividend if such dividend is in fact paid, or (ii) the day immediately preceding
the day upon which such subdivision shall become effective (any such day, as the
case may be, shall be referred to herein as the "Subdivision  Effective  Date"),
by multiplying the per share Adjusted Exercise Price in effect immediately prior
to the  Subdivision  Effective  Date by the fraction of which (x) the  numerator
shall be the number of shares of the Common Stock outstanding  immediately prior
to the Subdivision Effective Date and (y) the denominator shall be the number of
shares of the Common  Stock  outstanding  immediately  prior to the  Subdivision
Effective  Date plus the number of shares of the Common Stock  issuable upon the
payment of such dividend or the  consummation of such  subdivision,  as the case
may be.

3.4.  Adjustments for Combinations.  etc. In case the outstanding  shares of the
Common  Stock  shall  be  combined  or  consolidated,   by  reclassification  or
otherwise, into a lesser number of shares of Common Stock, the Adjusted Exercise
Price  shall be  adjusted,  effective  as of the  close of  business  on the day
immediately  preceding the day upon which such  combination or  consolidation is
effective (the  "Combination  Effective  Date"),  by  multiplying  the per share
Adjusted Exercise Price in effect immediately prior to the Combination Effective
Date by the fraction of which (x) the numerator shall be the number of shares of
the Common Stock outstanding immediately prior to the Combination Effective Date
and (y) the  denominator  shall be the  number  of shares  of the  Common  Stock
outstanding immediately after the Combination Effective Date.

3.5. Adjustments for Consolidation, Merger, Sale of Assets, Reorganization. etc.
In case the Company,  after the date hereof, (a) shall consolidate with or merge
into any other person and shall not be the  continuing or surviving  corporation
of such  consolidation  or  merger,  or (b) shall  permit  any  other  person to
consolidate  with or  merge  into  the  Company  and the  Company  shall  be the
continuing or surviving  person but, in connection  with such  consolidation  or
merger,  the Common Stock shall be changed into or exchanged  for stock or other
securities  or  property  of any other  person,  or (c)  shall  effect a capital
reorganization   or   reclassification   of  the  Common  Stock  (other  than  a
reclassification  subject to Sections 3.3 or 3.4),  then, and in each such case,
proper  provision  shall be made so that the  holder of this  Warrant,  upon the
exercise  hereof  at any time  after  the  consummation  of such  consolidation,
merger,  reorganization or  reclassification,  shall be entitled to receive,  in
lieu of the Common Stock (or Other Securities) issuable upon such exercise prior
to such consummation,  the stock and other securities and property to which such
holder would have been  entitled  upon such  consummation  if such holder had so
exercised  this  Warrant  immediately  prior  thereto,  subject  to  adjustments
(subsequent  to such corporate  action) as nearly  equivalent as possible to the
adjustments provided for in this Section 3.


                                        5

<PAGE>



3.6. Issuances of Securities. If, at any time while this Warrant (or any portion
thereof) is outstanding, the Company:

     (a) issues or sells Additional Shares of Common Stock without consideration
     or for a consideration  per share less than the Adjusted  Exercise Price in
     effect immediately prior to such issue or sale, or

     (b)  declares,  orders,  pays or makes a  dividend  or  other  distribution
     (including,  without  limitation,  any  distribution of other or additional
     stock or other  securities  or  property  by way of  dividend  or  spinoff,
     reclassification,  recapitalization or similar corporate  rearrangement) on
     the Common  Stock  other than a dividend  payable in  Additional  Shares of
     Common Stock,  then,  and in each such case,  the Adjusted  Exercise  Price
     shall,  concurrently with such issue or sale or immediately after the close
     of business on the record  date fixed for the  determination  of holders of
     any class of securities  entitled to receive such dividend or distribution,
     be reduced to a price  (calculated  to the nearest  cent, a half cent being
     considered a full cent) determined by dividing:

     (x) an amount equal to:

          (i) the product obtained by multiplying the number of shares of Common
          Stock  outstanding  immediately  prior to such issue or sale or at the
          close of business on such record date by the Adjusted  Exercise  Price
          in effect at such time,

plus

          (ii) in the case of any such issue or sale, the consideration, if any,
          received by the Company upon such issue or sale, or

minus

          (iii) in the case of any such dividend or distribution,  the aggregate
          amount of such dividend or distribution,  which amount shall be valued
          in accordance with Section 3.8 hereof,

by

          (y) the number of shares of Common Stock outstanding immediately after
          such issue or sale or at the close of business on such record date,

provided that, for the purposes of this Section 3.6, (a)  immediately  after any
Additional  Shares of Common  Stock are deemed  issued  pursuant  to Section 3.7
hereof,  such  Additional  Shares  shall be  deemed  to be  outstanding  and (b)
treasury shares shall not be deemed to be outstanding.

                                        6

<PAGE>




     3.7. Options and Convertible Securities. In case the Company at any time or
from time to time after the date hereof shall issue,  sell,  grant or assume any
Options  or  Convertible  Securities,  or  shall  fix  a  record  date  for  the
determination of holders of any class of securities entitled to receive any such
Options or  Convertible  Securities,  then the maximum  number of shares (as set
forth in the  instrument  relating  thereto  without  regard  to any  provisions
contained  therein for a subsequent  adjustment  of such number) of Common Stock
issuable  upon the  exercise  of such  Options  or,  in the case of  Convertible
Securities and Options therefor,  the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue, sale, grant or assumption or, in case such a record date
shall have been fixed, as of the close of business on such record date, provided
that  Additional  Shares of Common Stock shall not be deemed to have been issued
unless the consideration  per share (determined  pursuant to Section 3.8 hereof)
of such  shares  would  be less  than the  Adjusted  Exercise  Price  in  effect
immediately prior to such issue,  sale, grant or assumption or immediately prior
to the close of business on such record date,  as the case may be, and provided,
further,  that in any such case in which  Additional  Shares of Common Stock are
deemed to be issued:

     (a) no further adjustment of the Adjusted Exercise Price shall be made upon
     the subsequent issue or sale of Convertible  Securities or shares of Common
     Stock upon the  exercise of such Options or the  conversion  or exchange of
     such Convertible Securities;

     (b) if such Options or Convertible  Securities by their terms provide, with
     the passage of time or  otherwise,  for any  increase in the  consideration
     payable to the Company, or decrease in the number of shares of Common Stock
     issuable,  upon the exercise,  conversion or exchange thereof (by change of
     rate or  otherwise),  then the Adjusted  Exercise  Price  computed upon the
     original issue,  sale, grant or assumption  thereof (or upon the occurrence
     of a record date with  respect  thereto),  and any  subsequent  adjustments
     based  thereon,   shall,  upon  any  such  increase  or  decrease  becoming
     effective, be recomputed to reflect such increase or decrease insofar as it
     affects such Options,  or the rights of  conversion or exchange  under such
     Convertible Securities, which are outstanding at such time;

     (c) upon the  expiration of any such Options or any rights of conversion or
     exchange  under  such  Convertible  Securities  which  shall  not have been
     exercised,  the Adjusted  Exercise Price computed upon the original  issue,
     sale, grant or assumption  thereof (or upon the occurrence of a record date
     with respect thereto), and any subsequent adjustments based thereon, shall,
     upon such expiration, be recomputed as if:

          (i) in the case of Convertible Securities or Options for Common Stock,
          the only  Additional  Shares of Common  Stock  issued or sold were the
          shares  of  Common  Stock,  if any,  actually  issued or sold upon the
          exercise  of  such  Options  or the  conversion  or  exchange  of such
          Convertible Securities and the consideration received therefor was the
          consideration  actually  received by the Company for the issue,  sale,
          

                                        7

<PAGE>



          grant or  assumption of all such  Options,  whether or not  exercised,
          plus the  consideration  actually  received by the  Company  upon such
          exercise, or for the issue or sale of all such Convertible  Securities
          which  were  actually  converted  or  exchanged,  plus the  additional
          consideration,  if any,  actually  received by the  Company  upon such
          conversion or exchange, and

          (ii) in the  case of  Options  for  Convertible  Securities,  only the
          Convertible  Securities,  if any,  actually  issued  or sold  upon the
          exercise thereof were issued at the time of the issue,  sale, grant or
          assumption  of such  Options,  and the  consideration  received by the
          Company for the Additional  Shares of Common Stock deemed to have then
          been issued was the consideration actually received by the Company for
          the issue,  sale, grant or assumption of all such options,  whether or
          not exercised,  plus the consideration deemed to have been received by
          the Company (pursuant to Section 3.8 hereof) upon the issue or sale of
          the  Convertible  Securities  with  respect to which such Options were
          actually exercised;

     (d) no  readjustment  pursuant  to clause  (b) or (c) above  shall have the
     effect of increasing the Adjusted  Exercise Price by an amount in excess of
     the  amount of the  adjustment  thereof  originally  made in respect of the
     issue, sale; grant or assumption of such Options or Convertible Securities;
     and

     (e) in the case of any  Options to  acquire  Convertible  Securities  which
     expire by their terms not more than 30 days after the date of issue,  sale,
     grant or assumption  thereof,  no adjustment of the Adjusted Exercise Price
     shall be made  until  the  expiration  or  exercise  of all  such  Options,
     whereupon such  adjustment  shall be made in the manner  provided in clause
     (c) above.

3.8.  Computation  of  Consideration.  For the  purposes of this  Section 3, the
consideration  received by the  Company for the issue or sale of any  Additional
Shares of Common Stock shall be computed as follows:

     (a) Nature of Consideration. Such consideration shall,

          (i) insofar as it consists of cash,  be computed at the actual  amount
          paid by the  purchaser  of such  Additional  Shares of  Common  Stock,
          without deduction for commissions, concessions or discounts allowed to
          underwriters, dealers or others in connection with such issue,

          (ii) insofar as it consists of property  other than cash,  be computed
          at the  fair  value  thereof  at the time of such  issue  or sale,  as
          determined  in good faith by the Board of  Directors  of the  Company;
          provided,  however, that any such property that consists of securities
          (a) that are listed on any  national  securities  exchange  or if such
          

                                        8

<PAGE>



          securities  are traded on Nasdaq,  then the per share (or other  unit)
          value shall be the last reported sale price of such  securities on the
          most recent  trading day  preceding the day in question for which such
          information   is   available,   or  (b)   that  are   traded   in  the
          over-the-counter  market but are not  traded on  Nasdaq,  then the per
          share (or other unit)  value shall be the average  between the closing
          bid and asked prices of such securities on the most recent trading day
          preceding the day in question for which such information is available,
          as reported by the NASD, and

          (iii) in case  Additional  Shares of Common  Stock are  issued or sold
          together with other stock or securities or other assets of the Company
          for  consideration   which  covers  both,  be  that  portion  of  such
          consideration  (computed  as provided in clauses (i) and (ii)  above),
          which is  determined  in good faith by the Board of  Directors  of the
          Company to be allocable to such Additional Shares of Common Stock.

     (b)  Options  and  Convertible  Securities.  The  consideration  per  share
     received by the Company for  Additional  Shares of Common  Stock  deemed to
     have been issued  pursuant  to Section 3.7 hereof,  relating to Options and
     Convertible Securities, shall be determined by dividing:

          (i) the total amount, if any, received or receivable by the Company as
          consideration for the issue, sale, grant or assumption of such Options
          or  Convertible  Securities,  plus the  minimum  aggregate  amount  of
          additional  consideration  (as set forth in the  instruments  relating
          thereto,  without  regard to any  provision  contained  therein  for a
          subsequent  adjustment of such  consideration)  payable to the Company
          upon the  exercise of such  Options or the  conversion  or exchange of
          such Convertible Securities or, in the case of Options for Convertible
          Securities,  the exercise of such Options for  Convertible  Securities
          and the conversion or exchange of such Convertible Securities,

by

          (ii) the maximum number of shares of Common Stock (as set forth in the
          instruments   relating  thereto,   without  regard  to  any  provision
          contained therein for a subsequent adjustment of such number) issuable
          upon the  exercise of such  Options or the  conversion  or exchange of
          such Convertible Securities.

4. No Dilution or Impairment. The Company will not, by amendment of its articles
of   organization   or  through   any   reorganization,   transfer   of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms 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

                                        9

<PAGE>



necessary  or  appropriate  in order to protect the rights of the holder of this
Warrant against dilution or other impairment.

5. Notices of Record Date. etc. In the event of
   ----------------------

     (a) any taking by the  Company  of a record of the  holders of any class of
     securities  for the  purpose of  determining  the  holders  thereof who are
     entitled to receive any  dividend  or other  distribution,  or any right to
     subscribe  for,  purchase or  otherwise  acquire any shares of stock of any
     class or any other  securities or property,  or to receive any other right,
     or

     (b) any capital  reorganization  of the Company,  any  reclassification  or
     recapitalization of the capital stock of the Company or any transfer of all
     or  substantially  all the assets of the Company to any other person or any
     consolidation or merger involving the Company and any other person, or

     (c) any voluntary or involuntary dissolution,  liquidation or winding-up of
     the Company,

the Company will give to the holder of this Warrant a notice  specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such  dividend,  distribution  or right,  and  stating  the  amount and any such
character of such dividend, distribution or right, and (ii) the date or expected
date on which reorganization,  reclassifica- tion,  recapitalization,  transfer,
consolidation,  merger, dissolution,  liquidation or winding-up is to take place
and the time, if any such time is to be fixed, as of which the holders of record
of the Common Stock (or Other  Securities)  shall be entitled to exchange  their
shares of the  Common  Stock  (or  Other  Securities)  for  securities  or other
property    deliverable    upon    such    reorganization,     reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Unless  otherwise  required by law to be given sooner,  such notice
shall be mailed within a reasonable time prior to the date therein specified.

6.  Reservation  of Stock.  etc. The Company will at all times  reserve and keep
available out of its authorized but unissued  Common Stock,  solely for issuance
and  delivery  upon the exercise of this  Warrant,  the full number of shares of
Common  Stock (or Other  Securities)  then  issuable  upon the  exercise of this
Warrant.  All shares of the Common  Stock  issuable  upon the  exercise  of this
Warrant shall be duly authorized,  and when issued and paid for in full, validly
issued,  fully  paid and  non-assessable  with no  liability  on the part of the
holders thereof.

7. Registration Rights.
   -------------------

     (a) Definitions.  For purposes of this Section 7, the following terms shall
     have the following respective meanings:

                                       10

<PAGE>




          (i) "Commission"  shall mean the United States Securities and Exchange
          Commission or any other Federal agency at the time  administering  the
          Act.

          (ii) The term "holder or holders of Registrable  Stock" shall mean the
          holders of Common Stock or Other  Securities  issued  pursuant to this
          Warrant.

          (iii) The terms "register," "registered" and "registration" refer to a
          registration effected by preparing and filing a registration statement
          or similar document in compliance with the Act, and the declaration or
          ordering of effectiveness of such  registration  statement or document
          by the Commission.

          (iv) The term  "Registration  Period" shall mean the period commencing
          on the date hereof and ending (a) if this Warrant shall expire without
          having been exercised in whole or in part,  (the  Expiration  Date) or
          (b) if this Warrant shall have been  exercised in whole or in part, at
          such time as no shares of Registra- ble Stock remain outstanding.

          (v) The term "Registrable  Stock" means (a) the shares of Common Stock
          issued or  issuable  upon the  exercise of this  Warrant,  and (b) any
          Other  Securities   issued  or  issuable  pursuant  to  this  Warrant;
          provided,  however, that shares of Registrable Stock shall cease to be
          Registrable  Stock  if they  are  sold or  transferred  pursuant  to a
          registered  public offering or other transaction which does not result
          in  restrictions  on resale being imposed on the transfer by virtue of
          Federal  or  state   securities   laws;  and  provided   further  that
          Registrable  Stock shall cease to be  Registrable  Stock if the holder
          could  sell  or  transfer  all  such  securities  held  by  him in one
          transaction pursuant to Rule 144 promulgated under the Act.

     (b) Demand Registration.
         -------------------

          (i) Upon the  written  request of any  holder or holders  ("Initiating
          Holders") of at least 30% of the shares of  Registrable  Stock,  which
          request shall be given during the Registration Period, shall state the
          intended  method of disposition by such  Initiating  Holders and shall
          request that the Company effect the registration of all or part of the
          Registrable  Stock under the Act,  the  Company  shall  promptly  give
          written notice of such requested registration to all other holders, if
          any, of  Registrable  Stock.  If, after the  expiration of thirty days
          from the giving of such  notice to the holders of  Registrable  Stock,
          the Company shall have received  written requests to register at least
          50% of the shares of Registrable Stock, which requests shall state the
          intended method of disposition of such securities by such holders, the
          Company shall use all reasonable  efforts to prepare and file with the
          Commission  a  registration   statement  and  such  other   documents,
          including  a  prospectus,  as may be  necessary  to  permit  a  public
          

                                       11

<PAGE>


          offering and sale of such  Registrable  Stock in the United  States in
          compliance with the provisions of the Act, all to the extent requisite
          to permit the  disposition  (in accordance  with the intended  methods
          thereof as aforesaid) by the holders of the  Registrable  Stock, so to
          be  registered  (the  "Participating   Holders").   If  such  sale  of
          Registrable Stock is to be pursuant to an underwritten  offering,  the
          underwriter  or  underwriters  shall  be  selected  by the  Initiating
          Holders and shall be  reasonably  acceptable  to the  Company.  If the
          underwriter or  underwriters  selected  determines  that the number of
          shares so to be  included  is  required  to be  limited  due to market
          conditions or otherwise, the holders of Registrable Stock proposing to
          sell their shares in such  underwritten  registration  shall share pro
          rata (according to the number of shares requested to be registered) in
          the  number  of  shares  being  underwritten  (as  determined  by such
          underwriter) and registered for their account.  The Company shall only
          be required to effect one registration pursuant to this Section 7(b).

          (ii) The  Company  shall not be  required  to effect any  registration
          under this Section 7(b) within nine months after the completion of any
          public  offering  of its  securities  pursuant to which the holders of
          Registrable  Stock were  afforded the right to register as many shares
          of their  Registrable  Stock as requested  nor within six months after
          any other public offering by the Company.

          (iii) The Company shall have the right to include in any  registration
          statement or  post-effective  amendment filed pursuant to this Section
          7(b) other  securities of the Company then proposed to be distributed,
          except that, to the extent consistent with the rights of other holders
          of the Company's securities, if and to the extent that the underwriter
          or underwriters acting with respect of such public offering reasonably
          determine   that  the   inclusion   of  such  other   securities   may
          substantially  prejudice or hinder the offering of Registrable  Stock,
          the number of such  other  securities  shall be reduced or  eliminated
          prior to any reduction in the number of shares of Registrable Stock so
          to be registered.

          (iv) If the  registration  under this  paragraph  (b) is effected on a
          Form S-3 (or any successor form  thereto),  and the  effectiveness  of
          such  registration  statement  can be maintained  without  significant
          additional expense to the Company, then the Company agrees to maintain
          the effectiveness of such  registration  statement for a period of one
          year after its initial effective date.

     (c) Incidental Registration.
         -----------------------

          (i) If,  during the  Registration  Period,  the Company at any time or
          from time to time proposes to file with the  Commission a registration
          statement  under the Act with respect to any proposed  distribution of
          any of its  securities  (other than a  registration  to be effected on
          Form S-4, S-8 or other similar limited purpose form), whether for sale

                                       12

<PAGE>



          for its own  account or for the  account of any other  person  holding
          registration  rights with  respect to the  securities  of the Company,
          then the Company shall give written notice of such proposed  filing to
          the holders of Registrable  Stock at least thirty (30) days before the
          anticipated  filing date, and such notice shall describe in detail the
          proposed registration and distribution  (including those jurisdictions
          where  registration or qualification  under the securities or blue sky
          laws is intended) and shall offer the holders of Registrable Stock the
          opportunity to register such number of shares of Registrable  Stock as
          the holders of  Registrable  Stock may  request.  Upon  receipt by the
          Company by the  anticipated  filing date of written  requests from the
          Participating Holders of Registrable Stock for the Company to register
          their Registrable  Stock, the Company shall permit, or in the event of
          an  underwritten  offering,  shall use its best  efforts  to cause the
          managing  underwriter or  underwriters  of such proposed  underwritten
          offering  to  permit,  the  Participating   Holders  to  include  such
          securities  in such  offering on the same terms and  conditions as any
          similar securities of the Company included therein; provided, however,
          that if in the opinion of the managing  underwriter or underwriters of
          such offering, the inclusion of the total amount or kind of securities
          which it or the Company, and any other persons or entities,  intend to
          include in such offering would  interfere,  hinder,  delay,  reduce or
          prevent the  effectiveness  or sale of the Company's  shares of Common
          Stock proposed to be so registered or would otherwise adversely affect
          the success of such offering, then the amount or kind of securities to
          be offered  for the  accounts of the Company and each holder of Common
          Stock (including without  limitation  Registrable Stock) or securities
          convertible  into or  exercisable  for  Common  Stock  proposed  to be
          registered  (other than any  persons  exercising  demand  registration
          rights)  shall be  reduced  (or  eliminated)  in  proportion  to their
          respective  values to the extent  necessary to reduce the total amount
          of  securities  to be  included  in such  offering  on  behalf of such
          holders of  securities  to the  amount  recommended  by such  managing
          underwriter.   For  purposes  of  this  Section,  "value"  shall  mean
          principal  amount with  respect to debt  securities  and the  proposed
          offering   price  per  share  with   respect  to  equity   securities.
          Notwithstanding  the  foregoing,  if, at any time after giving written
          notice of its intention to register  Common Stock or other  securities
          convertible  into or  exercisable  for  Common  Stock and prior to the
          effectiveness of the  registration  statement filed in connection with
          such registration, the Company determines for any reason either not to
          effect such  registration or to delay such  registration,  the Company
          may,  at  its  election,   by  delivery  of  written   notice  to  the
          Participating  Holders,  (i) in the  case  of a  determination  not to
          effect registration, relieve itself of its obligations to register any
          Registrable Stock in connection with such registration, or (ii) in the
          case  of   determination   to  delay  the   registration,   delay  the
          registration  of such  Registrable  Stock  for the same  period as the
          delay in the  registration  of such  other  shares of Common  Stock or
          other securities convertible into or exercisable for Common Stock.


                                       13

<PAGE>



                  
          (ii)  Exception.  The Company  shall not be required to include any of
          the Registrable  Stock of a Participating  Holder in any  registration
          statement  or  post-effective  amendment  prepared at its own instance
          unless such  Participating  Holder shall furnish such  information and
          sign such documents as may be required by the Commission or reasonably
          requested  by  the  Company  in  accordance  with  generally  accepted
          practices, in connection with such proposed distribution.

     (d)  Covenants of the Company with Respect to  Registration.  In connection
     with  any  registration  under  this  Section  7,  the  Company  shall,  as
     expeditiously as is reasonably possible:

          (i) Prepare and file with the Commission a registration statement with
          respect to the Participating  Holders'  Registrable Stock and, subject
          to the last sentence of Section 7(c)(i)  hereof,  use its best efforts
          to cause such registration statement to become effective.

          (ii)  Prepare  and  file  with  the  Commission  such  amendments  and
          supplements  to such  registration  statement and  prospectus  used in
          connection  with such  registration  statement  as may be necessary to
          comply with the provisions of the Act with respect to the  disposition
          of all securities covered by such registration statement.

          (iii) Furnish to the Participating Holders such numbers of copies of a
          prospectus,  including, if applicable,  a preliminary  prospectus,  in
          conformity with the  requirements of the Act, and such other documents
          as the  selling  shareholders  may  reasonably  request  in  order  to
          facilitate  the   disposition  of  Registrable   Stock  owned  by  the
          Participating Holders.

          (iv) Use its best  efforts to  register  and  qualify  the  securities
          covered by such registration  statement under such other securities or
          blue sky laws of such jurisdictions  within the United States as shall
          be  reasonably  requested  by  the  Participating  Holders;  provided,
          however,  that  the  Company  shall  not  be  required  in  connection
          therewith  or as a  condition  thereto to qualify to do business or to
          file a general  consent to  service  of process in any such  states or
          jurisdictions.

          (v) In the event of any underwritten  public offering,  enter into and
          perform its obligations under an underwriting  agreement, in usual and
          customary  form, with the managing  underwriter of such offering.  The
          Participating   Holders  shall  also  enter  into  and  perform  their
          obligations under such an agreement.

                                       14

<PAGE>
                

          (vi) Notify the Participating  Holders,  at any time when a prospectus
          relating to Registrable Stock covered by such  registration  statement
          is required to be  delivered  under the Act, of the  happening  of any
          event  as  a  result  of  which  the   prospectus   included  in  such
          registration   statement,  as  then  in  effect,  includes  an  untrue
          statement  of a  material  fact or  omits  to  state a  material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein  not  misleading  in  the  light  of  the  circumstances  then
          existing.

          (vii) Furnish to the Participating Holders, on the date that shares of
          Registrable  Stock  are  delivered  to the  underwriters  for  sale in
          connection  with a  registration  pursuant to this  Section 7, if such
          securities  are being sold by  underwriters,  or, on the date that the
          registration   statement  with  respect  to  such  securities  becomes
          effective,  (i) an opinion as to matters of law only, dated such date,
          of  counsel   representing  the  Company  for  the  purposes  of  such
          registration,  in  form  and  substance  as is  customarily  given  to
          underwriters  in an  underwritten  public  offering,  addressed to the
          underwriters,  if any,  and to the  Participating  Holders  and (ii) a
          letter  dated  such  date,  from  the  independent   certified  public
          accountants  of the Company,  in form and substance as is  customarily
          given by independent  certified public  accountants to underwriters in
          an underwritten public offering, addressed to the underwriters, and to
          the Participating Holders.

     (e) The Company shall pay all costs,  fees and expenses in connection  with
     all registration  statements filed under this Section 7 including,  without
     limitation,  the Company's legal and accounting fees, printing expenses and
     blue sky fees and  expenses,  but not  including  the fees and  expenses of
     counsel for the Participating Holders in connection with such registration.
     However,  the  Company  shall  not  pay  for  underwriting   discounts  and
     commissions  and  underwriters'  expenses  allocable  to  the  Stock  being
     registered or state transfer taxes.

     (f) Indemnification.
         ---------------

          (i) The Company shall indemnify each  Participating  Holder under this
          Agreement,  its officers and directors and any person  controlling  it
          within the  meaning  of Section 15 of the Act or Section  20(a) of the
          Exchange Act, against any loss,  claim,  damage,  expense or liability
          (including  without  limitation  all expenses  reasonably  incurred in
          investigating,  preparing,  or defending against any claim whatsoever,
          such expenses to be reimbursed by the Company as they are incurred) to
          which any of them may become  subject  under the Act, the Exchange Act
          or otherwise, arising out of or based upon (i) any untrue statement or
          alleged  untrue   statement  of  a  material  fact  contained  in  any
          

                                       15

<PAGE>


          registration  statement or prospectus or any amendments or supplements
          thereto in which  Registrable Stock is included or in any application,
          statement or other  document  filed by the Company with the Commission
          or any securities  exchange or in any  jurisdiction in connection with
          qualifying such shares under the securities laws thereof,  or (ii) the
          omission or alleged omission  therefrom of a material fact required to
          be stated  therein or  necessary  to make the  statements  therein not
          misleading, unless such statement or omission is made in reliance upon
          and in conformity with written information furnished to the Company by
          or on behalf of such Participating Holder or an underwriter  expressly
          for use in any such registration statement or other document.

          (ii)  Each  Participating   Holder  shall,  as  a  condition  to  such
          registration of Registrable Stock, agree to indemnify the Company, its
          officers and directors and any person  controlling  the Company within
          the meaning of Section 15 of the Act or Section  20(a) of the Exchange
          Act,  against  any  loss,  claim,   damage  or  expense  or  liability
          (including  without  limitation  all expenses  reasonably  incurred in
          investigating,  preparing or defending  against any claim  whatsoever,
          such  expenses  to be  reimbursed  by  the  undersigned  as  they  are
          incurred) to which they may become subject under the Act, the Exchange
          Act or  otherwise,  arising  out  of or  based  upon  (l)  any  untrue
          statement or alleged untrue  statement of a material fact contained in
          any  registration   statement  or  prospectus  or  any  amendments  or
          supplements  thereto in which  Registrable Stock is included or in any
          application, statement or other document filed by the Company with the
          Commission  or  any  securities  exchange  or in any  jurisdiction  in
          connection  with  qualifying  such shares  under the  securities  laws
          thereof,  or (ii) the  omission  or alleged  omission  therefrom  of a
          material fact  required to be stated  therein or necessary to make the
          statements  therein  not  misleading,  provided in each case that such
          statement or omission is made in reliance upon and in conformity  with
          written  information  furnished to the Company by or on behalf of such
          Participating  Holder  expressly  for  use  in any  such  registration
          statement or other document.

          (iii)  Promptly  upon  receipt  by a  party  claiming  indemnification
          hereunder  of notice of the  commencement  of any action  involving  a
          claim referred to above,  such  indemnified  party will, if a claim in
          respect  thereof is to be made against  party which may be required to
          indemnify such party  hereunder,  give written notice to the latter of
          the  commencement  of such action.  In case any such action is brought
          against an indemnified party, the indemnifying party shall be entitled
          to  participate  in and to assume the defense of such  action,  to the
          extent that it may wish, with counsel reasonably  satisfactory to such
          indemnified  party.  Except as set forth herein, the indemnified party
          and any party  cooperating  in the  defense  of such  claim  shall not
          settle or  compromise  any such claim or admit  liability  without the
          express written  consent of the  indemnifying  party.  The indemnified
          

                                       16

<PAGE>



          party shall have the right to be  represented  by an advisory  counsel
          and accountants,  at its own expense,  and the indemnified party shall
          be kept fully  informed  of such  action,  suit or  proceeding  at all
          stages thereof whether or not the indemnified party is so represented.
          After a period of thirty days following the date the written notice of
          such claim was given to the indemnifying  party the indemnified  party
          may settle any such claim (and the amount of any such settlement shall
          be subject to indemnification hereunder) unless within such thirty-day
          period the  indemnifying  party shall have  provided  the  indemnified
          party with notice and evidence to the indemnified party's satisfaction
          that the indemnifying party reasonably disputes such claim and has the
          financial ability to meet its indemnification  obligations  hereunder.
          Notwithstanding  the foregoing,  the indemnified party may immediately
          cause to be paid or discharged any asserted  claim the  non-payment of
          which  would  have an  immediate  substantial  adverse  impact  on the
          indemnified  party and any claim which the indemnifying  party has not
          disputed within thirty days of notice as provided above.

          (iv)  If the  indemnification  provided  for in this  Section  7(f) is
          unavailable  or  insufficient  to hold harmless an  indemnified  party
          under such  subsection  in respect of any losses,  claims,  damages or
          liabilities or action in respect thereof or referred to therein,  then
          each indemnifying party shall in lieu of indemnifying such indemnified
          party  contribute  to the amount  paid or payable by such  indemnified
          party as a result of such  losses,  claims,  damages,  liabilities  or
          actions in such  proportion as is  appropriate to reflect the relative
          fault of the Company, on the one hand, and the Participating  Holders,
          on the other,  in connection  with the  statements or omissions  which
          resulted in such losses,  claims,  damages,  liabilities or actions as
          well as any other  relevant  equitable  considerations,  including the
          failure  to give the  notice  required  under  such  subsections.  The
          relative  fault  shall be  determined  by  reference  to,  among other
          things,  whether the untrue or alleged untrue  statement of a material
          fact relates to  information  supplied by the Company on the one hand,
          or the  Participating  Holders,  on the other hand,  and the  parties'
          relative intent,  knowledge,  access to information and opportunity to
          correct or prevent such  statement  or  omission.  The Company and the
          Participating Holders agree that it would not be just and equitable if
          contribution  pursuant to this Section 7(f)(iv) were determined by pro
          rata  allocation  or by any other method of  allocation  which did not
          take account of the equitable considerations referred to above in this
          subsection. No person guilty of fraudulent  misrepresentations (within
          the meaning of Section 11(f) of the Securities Act), shall be entitled
          to  contribution  from any person who is not guilty of such fraudulent
          misrepresentations.


                                       17

<PAGE>



          (v) The obligations of the Company and the Participating Holders under
          this  Section  7(f) shall  survive the  completion  of any offering of
          Registrable Stock in a registration statement under this Section 7.

          (vi) The rights of  indemnification  contained in this Section 7 shall
          not be deemed to be the  exclusive  remedy of the  parties  hereto and
          such rights shall be in addition to any other rights or remedies which
          any party hereto may have at law or equity.

     (g) Assignment of Registration  Rights. The undersigned's  rights set forth
     in this Section 7 shall  automatically be deemed assigned to any transferee
     or assignee of this Warrant or shares of Common  Stock or Other  Securities
     issuable hereunder,  provided that immediately  following such transfer the
     further  disposition  of such  securities by the  transferee or assignee is
     restricted  under  the Act;  provided,  however,  that the  termination  of
     registration rights in respect of any shares of Registrable Stock by reason
     of the  operation of Section 7(a) shall be binding upon any  transferee  of
     such shares.  Upon the request of any such holder, the Company will confirm
     in  writing  to any  transferee  of such  holder's  Registrable  Stock  the
     Company's  continuing  obligation to afford such transferee the benefits of
     the Company's agreements contained in this Section 7, but no failure of the
     Company  to  confirm  such  obligations   shall  in  any  way  impair  such
     transferee's rights under this Section 7.

     (h) Effect of Private Placement.  Notwithstanding  anything to the contrary
     contained  in this  Section 7, if,  prior to December 4, 1997,  the Company
     completes  a private  offering  of equity  securities  in which the Company
     realizes  gross  proceeds  of at least $1 million  and in which one or more
     purchasers  of such  securities  are granted  more  favorable  registration
     rights  than those  granted  herein,  the  registration  rights  granted to
     holders of Registrable  Stock  hereunder shall be modified to be equivalent
     in all respects to the most favorable  registration  rights granted in such
     private offering;  provided,  however,  that the provisions of Section 7(f)
     hereof shall not be modified as a result of such private offering.

8.1 Substitution of Warrants.
    ------------------------

8.1. Exchange of Warrants. Subject to the provisions appearing at the top of the
first  page  of  this  Warrant  concerning,  inter  alia,  the  sale,  transfer,
encumbrance or other disposition of this Warrant,  upon surrender or exchange of
this Warrant, properly endorsed, to the Company, the Company at its expense will
issue and  deliver to or upon the order of the holder  thereof a new  Warrant or
Warrants  of like  tenor,  in the name of such  holder or as such  holder  (upon
payment by such holder of any applicable transfer taxes) may direct,  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 or Warrants so surrendered.


                                       18

<PAGE>



8.2. Replacement of Warrant. Upon 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,  upon  delivery  of an
indemnity agreement  reasonably  satisfactory to the Company, or, in the case of
any such  mutilation,  upon  surrender and  cancellation  of such  Warrant,  the
Company at its expense will execute and deliver,  in lieu thereof, a new Warrant
of like tenor.

9.  Ownership of Warrant.  Until this Warrant is transferred on the books of the
Company,  the Company may treat the person in whose name this  Warrant is issued
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary,  except that, if and when this Warrant is properly  assigned in blank,
the Company may (but shall not be obligated  to) treat the bearer  hereof as the
absolute owner of this Warrant for all purposes,  notwithstanding  any notice to
the contrary.  A Warrant,  if properly assigned,  may be exercised to the extent
provided herein by a new holder without first having a new Warrant issued.

10. Notices.  etc. All notices and other  communications from the Company to the
holder of this  Warrant or from the holder of this  Warrant  shall be  delivered
personally,  by facsimile  (if confirmed and followed by delivery by first class
mail),  reputable overnight courier service, or mailed by first class registered
or certified mail,  postage  prepaid,  to the Company at 3400  Bissonnet,  Suite
#135, Houston Texas 77005. Attn: President,  or to the holder at such address as
may have been  furnished to the Company in writing by such holder,  or, until an
address  is so  furnished,  to and at the  address  of the last  holder  of this
Warrant who has so furnished an address to the Company. Any such notice shall be
deemed to have been given on the date of personal delivery,  facsimile, delivery
to a reputable overnight courier service or deposit in the mail.

11. Warrant Holder Not a Shareholder. The holder of this Warrant, as such, shall
not be  entitled  by  reason  of this  Warrant  to any  rights  whatsoever  as a
shareholder of the Company but shall be entitled to all such rights with respect
to shares of Common Stock actually issued upon exercise of this Warrant.

12.  Miscellaneous.  This  Warrant and any term hereof may be amended,  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
Company and consented to in writing by the holder of this Warrant.  This Warrant
shall be construed and enforced in  accordance  with and governed by the laws of
the State of New York applicable to contracts made and to be performed  entirely
therein.  The headings in this Warrant are for reference purposes only and shall
not limit or, otherwise affect the meaning hereof.



                                       19

<PAGE>



13.  Expiration.  The right to exercise  this Warrant shall expire at 5:00 P.M.,
Houston, Texas time, on _______________.

Dated as of _______________.

                                      CHAPARRAL RESOURCES, INC.


                                       By
                                          --------------------------------------




                                       20

<PAGE>



                              FORM OF SUBSCRIPTION

                [To be signed only upon exercise of the Warrant]

To: CHAPARRAL RESOURCES, INC.

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase thereunder,

 ...............  * shares of the Common Stock of CHAPARRAL  RESOURCES,  INC. 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:

                                   .............................................
 


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



                                  ..............................................

                                                    (Address)

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

* Insert the number of shares  called for on the face of the Warrant (or, in the
case of a partial exercise, the portion thereof as to which the Warrant is being
exercised),  in either case without making any adjustment for additional  Common
Stock or any other stock or other securities or property or cash which, pursuant
to the adjustment provisions of the Warrant, may be deliverable upon exercise.



                                       21

<PAGE>


                               FORM OF ASSIGNMENT

                [To be signed only upon transfer of the Warrant]

     Forvalue  received,  the  undersigned  hereby sells,  assigns and transfers
 ......................  unto the right  represented  by the  within  Warrant  to
purchase  ......................   shares  of  the  Common  Stock  of  CHAPARRAL
RESOURCES,   INC.   to  which  the  within   Warrant   relates,   and   appoints
 ................................ Attorney to transfer such right on the books of
CHAPARRAL RESOURCES, INC., with full power of substitution in the premises.

Dated:

                                  .............................................



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

                                   .............................................

                                                    (Address)

Signed in the presence of:


---------------------------------
(Witness)




                                       22