[FORM
      OF]

    


    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
      APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
      REASONABLY SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION
      IS
      NOT REQUIRED UNDER THE 1933 ACT.

    


    WARRANT
      TO PURCHASE

    COMMON
      STOCK OF

    THE
      AMERICAN ENERGY GROUP, LTD.

    


    


    Date
      of
      Issuance: May 3, 2006 
      Warrant
      No. ______ 

    


    This
      certifies that, for value received, THE
      AMERICAN ENERGY GROUP, LTD.,
      a
      Nevada corporation (the “Company”), grants ____________________________ or
      registered assigns (the “Registered Holder”), the right to subscribe for and
      purchase from the Company, at the Exercise Price (as defined herein), from
      and
      after 9:00 a.m. Eastern time on the Exercise Commencement Date (hereinafter
      defined) and to and including 5:00 p.m., Eastern time on the Expiration Date
      (hereinafter defined), __________________________________ (_______)
      shares,
      as such
      number of shares may be adjusted from time to time as described herein (the
      “Warrant Shares”), of the Company’s common stock, par value $.001 per share (the
“Common Stock”), subject to the provisions and upon the terms and conditions
      herein set forth. The “Exercise Price” per share of Common Stock shall be
ONE
      DOLLAR SEVENTY CENTS ($1.70) per share. 

     

    


    Section
      1.  Registration.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant Records”), in the name of the Registered
      Holder. The Company may deem and treat the Registered Holder as the absolute
      owner of this Warrant for the purpose of any exercise hereof or any distribution
      to the Registered Holder, and for all other purposes, and the Company shall
      not
      be affected by any notice to the contrary.

    


    Section
      2.  Registration
      of Transfers and Exchanges.

    


    (a) Subject
      to Section 11 hereof, the Company shall register the transfer of this Warrant,
      in whole or in part, upon records to be maintained by the Company for that
      purpose, upon surrender of this Warrant, with the Form of Assignment attached
      hereto completed and duly endorsed by the Registered Holder, to the Company
      at
      the office specified in or pursuant to Section 3(b). Upon any such registration
      of transfer, a new Warrant, in substantially the form of this Warrant,
      evidencing the Common Stock purchase rights so transferred shall be issued
      to
      the transferee and a new Warrant, in similar form, evidencing the remaining
      Common Stock purchase rights not so transferred, if any, shall be issued to
      the
      Registered Holder.

    


    (b) This
      Warrant is exchangeable, upon the surrender hereof by the Registered Holder
      at
      the office of the Company specified in or pursuant to Section 3(b) hereof,
      for
      new Warrants, in substantially the form of this Warrant evidencing, in the
      aggregate, the right to purchase the number of Warrant Shares which may then
      be
      purchased hereunder, each of such new Warrants to be dated the date of such
      exchange and to represent the right to purchase such number of Warrant Shares
      as
      shall be designated by the Registered Holder at the time of such
      surrender.

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    Section
      3.  Duration
      and Exercise of this Warrant.

    


    (a) This
      Warrant shall be exercisable by the Registered Holder as to any or all of the
      Warrant Shares at any time and from time to time during the period commencing
      on
      the Exercise Commencement Date and ending on the Expiration Date. For purposes
      hereof, the Exercise Commencement Date shall be the date of issuance specified
      on the first page hereof. For purposes hereof, the Expiration Date shall be
      May
      3, 2011. At 5:00 p.m., Eastern time, on the Expiration Date, this Warrant,
      to
      the extent not previously exercised, shall become void and of no further force
      or effect. 

    


    (b) Subject
      to Sections 4, and 11(a) hereof, upon exercise or surrender of this Warrant,
      with the Form of Election to Purchase attached hereto completed and duly
      endorsed by the Registered Holder, to the Company and delivered to the Company’s
      designated brokerage firm for warrant exercise and processing as described
      in
      the Warrant Exercise Policy on file at the Company offices at 120 Post Road
      West, Suite 202, Westport, Connecticut 06880, Attention: President, or at such
      other address as the Company may specify in writing to the Registered Holder,
      and upon payment of the Exercise Price multiplied by the number of Warrant
      Shares then to be issued upon exercise of this Warrant in lawful money of the
      United States of America, all as specified by the Registered Holder in the
      Form
      of Election to Purchase, the Company shall promptly issue and cause to be
      delivered to or upon the written order of the Registered Holder, and in such
      name or names as the Registered Holder may designate, a certificate for the
      Warrant Shares to be issued upon such exercise. Any person so designated in
      the
      Form of Election to Purchase, duly endorsed by the Registered Holder, as the
      person to be named on the certificates for the Warrant Shares, shall be deemed
      to have become holder of record of such Warrant Shares, evidenced by such
      certificates, as of the Date of Exercise (as hereinafter defined) of such
      Warrant.

    


    (c) The
      Registered Holder may pay the applicable Exercise Price pursuant to Section
      3(b), at the option of the Registered Holder, by cashier’s or certified bank
      check payable to the Company or by wire transfer of immediately available funds
      to the account which shall be indicated in writing by the Company to the
      Registered Holder in an amount equal to the product of the Exercise Price
      multiplied by the number of Warrant Shares being purchased upon such exercise
      (the “Aggregate Exercise Price”). 

     

    (d) The
“Date
      of Exercise” of any Warrant means the date on which the Company shall have
      received (i) this Warrant, with the Form of Election to Purchase attached hereto
      appropriately completed and duly endorsed, and (ii) payment of the Aggregate
      Exercise Price as provided herein.

    


    (e) This
      Warrant shall be exercisable either as an entirety or, from time to time, for
      part only of the number of Warrant Shares which are issuable hereunder. If
      this
      Warrant shall have been exercised only in part, the Company shall, at the time
      of delivery of the certificates for the Warrant Shares issued pursuant to such
      exercise, deliver to the Registered Holder a new Warrant evidencing the rights
      to purchase the remaining Warrant Shares, which Warrant shall be substantially
      in the form of this Warrant.

    


    (f) The
      Company may, by written notice to the Holder of the Warrant, appoint a transfer
      agent for the purpose of issuing Common Stock (or other securities) on the
      exercise of this Warrant, exchanging this Warrant, and replacing this Warrant,
      or any of the foregoing, and thereafter any such issuance, exchange or
      replacement, as the case may be, shall be made at such office by such Warrant
      Agent. 

     

    
      
         

      

      
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    Section
      4.  Payment
      of Taxes and Expenses. 

    


    (a)
       The
      Company will pay all expenses and taxes (other than any federal or state income
      tax or similar obligations of the Registered Holder) and other governmental
      charges attributable to the preparation, execution, issuance and delivery of
      this Warrant, any new Warrant and the Warrant Shares; provided,
      however,
      that
      the Company shall not be required to pay any tax in respect of the transfer
      of
      this Warrant or the Warrant Shares, or the issuance or delivery of certificates
      for Warrant Shares upon the exercise of this Warrant, to a person or entity
      other than a Registered Holder or an Affiliate (as hereinafter defined) of
      such
      Registered Holder. 

    


    (b) An
      “Affiliate” of any person or entity means any other person or entity directly or
      indirectly controlling, controlled by or under direct or indirect common control
      with such person or entity.

    


    Section
      5.  Mutilated
      or Missing Warrant Certificate. If
      this
      Warrant shall be mutilated, lost, stolen or destroyed, upon request by the
      Registered Holder, the Company will issue, in exchange for and upon cancellation
      of the mutilated Warrant, or in substitution for the lost, stolen or destroyed
      Warrant, a new Warrant, in substantially the form of this Warrant, of like
      tenor, but, in the case of loss, theft or destruction, only upon receipt of
      evidence reasonably satisfactory to the Company of such loss, theft or
      destruction of this Warrant and, if requested by the Company, indemnity also
      reasonably satisfactory to it.

    


    Section
      6.  Reservation,
      Listing and Issuance of Warrant Shares.

    


    (a) The
      Company will at all times have authorized, and reserve and keep available,
      free
      from preemptive rights, for the purpose of enabling it to satisfy any obligation
      to issue Warrant Shares upon the exercise of the rights represented by this
      Warrant, the number of Warrant Shares deliverable upon exercise of this Warrant.
      The Company will, at its expense, cause such shares to be included in or listed
      on (subject to issuance or notice of issuance of Warrant Shares) all markets
      or
      stock exchanges in or on which the Common Stock is included or listed not later
      than the date on which the Common Stock is first included or listed on any
      such
      market or exchange and will thereafter maintain such inclusion or listing of
      all
      shares of Common Stock from time to time issuable upon exercise of this
      Warrant.

    


    (b) Before
      taking any action which could cause an adjustment pursuant to Section 7 hereof
      reducing the Exercise Price below the par value of the Warrant Shares, the
      Company will take any corporate action which may be necessary in order that
      the
      Company may validly and legally issue at the Exercise Price, as so adjusted,
      Warrant Shares that are fully paid and non-assessable.

    


    (c) The
      Company covenants that all Warrant Shares will, upon issuance in accordance
      with
      the terms of this Warrant, be (i) duly authorized, fully paid and nonassessable,
      and (ii) free from all taxes with respect to the issuance thereof and from
      all
      liens, charges and security interests.

    


    Section
      7.  Adjustment
      of Number of Warrant Shares. The
      number of Warrant Shares to be purchased upon exercise hereof is subject to
      change or adjustment from time to time as hereinafter provided:

    


    
      
         

      

      
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    (a) Stock
      Dividends; Subdivisions and Combinations of Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common
      Stock as a dividend or other distribution on outstanding Common Stock,
      (b) subdivide its outstanding shares of Common Stock, or (c) combine
      its outstanding shares of the Common Stock into a smaller number of shares
      of
      the Common Stock, then, in each such event, the Exercise Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Purchase Price by a fraction, the numerator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of Common Stock outstanding
      immediately after such event, and the product so obtained shall thereafter
      be
      the Purchase Price then in effect. The Exercise Price, as so adjusted, shall
      be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 7(A). The number of shares of
      Common Stock that the Holder of this Warrant shall thereafter, on the exercise
      hereof as provided in Section 1, be entitled to receive shall be adjusted
      to a number determined by multiplying the number of shares of Common Stock
      that
      would otherwise (but for the provisions of this Section 7(a)) be issuable
      on such exercise by a fraction of which (a) the numerator is the Exercise
      Price that would otherwise (but for the provisions of this Section 7(a)) be
      in effect, and (b) the denominator is the Exercise Price in effect on the
      date of such exercise.

     

    (b) Adjustments
      for Consolidation, Merger, Sale of Assets, Reorganization, etc.
      In the
      event that the Company (i) consolidates with or merges into any other
      corporation and is not the continuing or surviving corporation of such
      consolidation of merger, or (ii) consolidates with or merges any other
      corporation into the Company and the Company is the continuing or surviving
      corporation but, in connection with such consolidation or merger, the Common
      Stock is changed into or exchanged for stock or other securities of any other
      corporation or cash or any other assets, or (iii) transfers all or substantially
      all of its properties and assets to any other corporation, or (iv) effects
      a
      capital reorganization or reclassification of the capital stock of the Company
      in such a way that holders of Common Stock shall be entitled to receive stock,
      securities, cash and/or assets with respect to or in exchange for Common Stock,
      then, and in each such case, proper provision shall be made so that, upon the
      basis and upon the terms and in the manner provided in this subsection (f),
      the
      Registered Holder, upon the exercise of this Warrant at any time after the
      consummation of such consolidation, merger, transfer, reorganization or
      reclassification, shall be entitled to receive (at the aggregate Exercise Price
      in effect for all shares of Common Stock issuable upon such exercise immediately
      prior to such consummation as adjusted to the time of such transaction), in
      lieu
      of shares of Common Stock issuable upon such exercise prior to such
      consummation, the stock and other securities, cash and/or assets to which such
      holder would have been entitled upon such consummation if the Registered 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).

    


    (c) Share
      Issuance at Less Than Exercise Price.
      In the
      event that the Company shall issue any Common Stock or any security, debt
      instrument, warrant, right or option to purchase Common Stock prior to the
      complete exercise of this Warrant for a consideration less than the Exercise
      Price, as may be adjusted from time to time pursuant to Sections 7(a), 7(b)
      or
      7(c) hereof, then and thereafter successively upon each such issue, the Exercise
      Price shall be reduced to such other lower issue price. For purposes of this
      adjustment, the issuance of any security or debt instrument of the Company
      carrying the right to convert such security or debt instrument into Common
      Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      an
      adjustment to the Exercise Price upon the issuance of the above-described
      security, debt instrument, warrant, right, or option. This Section 7(c) shall
      not apply to issuances to employees, directors or consultants under a stock
      incentive or bonus plan whether or not such plan is covered by an effective
      registration statement on Form S-8. 

     

    
      
         

      

      
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     (d) Notice
      of Adjustment.
      Upon
      any adjustment of the Exercise Price, then and in each case the Company shall
      promptly deliver a notice to the Registered Holder and either (i) a certificate
      of the chief financial officer of the Company or (ii) upon the request of the
      Registered Holder, the opinion of a firm of independent certified public
      accountants (which may be the regular auditors of the Company) of recognized
      national standing selected by the Board of Directors, which notice or opinion
      shall state the Exercise Price resulting from such adjustment and the increase
      or decrease, if any, in the number of shares purchasable at such price upon
      the
      exercise of this Warrant, setting forth in reasonable detail the method of
      calculation and the facts upon which such calculation is based.

     

    (e) Other
      Notices.
      In case
      at any time:

    


    (i) the
      Company shall declare any cash dividend on its Common Stock;

    


    (ii) the
      Company shall pay any dividend payable in stock upon its Common Stock or make
      any distribution (other than regular cash dividends) to the holders of its
      Common Stock;

    


    (iii) the
      Company shall offer for subscription pro
      rata
      to the
      holders of its Common Stock any additional shares of stock of any class or
      other
      rights;

    


    (iv) the
      Company shall authorize the distribution to all holders of its Common Stock
      of
      evidences of its indebtedness or assets (other than cash dividends or cash
      distributions payable out of earnings or earned surplus or dividends payable
      in
      Common Stock);

    


    (v) there
      shall be any capital reorganization, or reclassification of the capital stock
      of
      the Company, or consolidation or merger of the Company with another corporation
      (other than a subsidiary of the Company in which the Company is the surviving
      or
      continuing corporation and no change occurs in the Company’s Common Stock), or
      sale of all or substantially all of its assets to another
      corporation;

    


    (vi)
       there
      shall be a voluntary or involuntary dissolution, liquidation, bankruptcy,
      assignment for the benefit of creditors, or winding up of the Company;


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    then,
      in
      any one or more of said cases the Company shall give written notice, addressed
      to the Registered Holder at the address of such Registered Holder as shown
      on
      the books of the Company, of (1) the date on which the books of the Company
      shall close or a record shall be taken for such dividend, distribution or
      subscription rights, or (2) the date (or, if not then known, a reasonable
      approximation thereof by the Company) on which such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation,
      bankruptcy, assignment for the benefit of creditors, winding up or other action,
      as the case may be, shall take place. Such notice shall also specify (or, if
      not
      then known, reasonably approximate) the date as of which the holders of Common
      Stock of record shall participate in such dividend, distribution or subscription
      rights, or shall be entitled to exchange their Common Stock for securities
      or
      other property deliverable upon such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment
      for the benefit of creditors, winding up, or other action, as the case may
      be.
      Such written notice shall be given at least thirty (30) days prior to the action
      in question and not less than thirty (30) days prior to the record date or
      the
      date on which the Company’s transfer books are closed in respect thereto. Such
      notice shall also state that the action in question or the record date is
      subject to the effectiveness of a registration statement under the 1933 Act,
      or
      to a favorable vote of stockholders, if either is required.

     

    Section 8. Certain
      Dividends and Distributions.
      In the
      event that the Company shall at any time prior to the exercise of this Warrant
      declare a dividend or otherwise distribute to its stockholders any monies,
      assets, property, rights, evidences of indebtedness, securities (other than
      shares of Common Stock), whether issued by the Company or by another person
      or
      entity, or any other thing of value, the Registered Holder shall thereafter
      be
      entitled, in addition to the shares of Common Stock receivable upon the exercise
      of the Warrant, to receive, upon the exercise of the Warrant, the same monies,
      property, assets, rights, evidences of indebtedness, securities or any other
      thing of value that the Registered Holder would have been entitled to receive
      at
      the time of such dividend or distribution had the Registered Holder been an
      owner of record of the shares of Common Stock into which the Warrant is then
      being exercised as of the record date or other date of determination for such
      dividend or distribution and an appropriate provision (which provision may
      include without limitation, the establishment of an escrow agreement in favor
      of
      the Registered Holder in which the portion of the dividend or distribution
      attributable to such warrants is held) shall be made a part of any such dividend
      or distribution. Notwithstanding any provision herein to the contrary, no
      adjustment under this Section 8 shall be made with respect to any cash dividend
      or distribution payable solely out of current or retained earnings of the
      Company.

    


    Section
      9.  No
      Rights or Liabilities as a Stockholder.
      The
      Registered Holder shall not be entitled to vote or be deemed the holder of
      Common Stock or any other securities of the Company which may at any time be
      issuable on the exercise hereof, nor shall anything contained herein be
      construed to confer upon the holder of this Warrant, as such, the rights of
      a
      stockholder of the Company or the right to vote for the election of directors
      or
      upon any matter submitted to stockholders at any meeting thereof, or give or
      withhold consent to any corporate action or to receive notice of meetings or
      other actions affecting stockholders (except as provided herein), or to receive
      dividends or subscription rights or otherwise, until the Date of Exercise shall
      have occurred. No provision of this Warrant, in the absence of affirmative
      action by the Registered Holder hereof to purchase shares of Common Stock,
      and
      no mere enumeration herein of the rights and privileges of the Registered
      Holder, shall give rise to any liability of such holder for the Exercise Price
      or as a stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

    


    Section
      10.  Fractional
      Warrant Shares. The
      Company shall not be required to issue fractions of Warrant Shares upon exercise
      of the Warrant or to distribute certificates which evidence fractional Warrant
      Shares. If any fraction of a Warrant Share would, except for the provisions
      of
      this Section 10, be issuable on the exercise of any Warrant (or specified
      portion thereof), the Company shall pay to the Registered Holder an amount
      in
      cash equal to the Market Price as of the Exercise Date, multiplied by such
      fraction.

    


    Section
      11.  Transfer
      Restrictions; Registration of the Warrant and Warrant
      Shares.

    


    (a) Neither
      the Warrant nor the Warrant Shares have been registered under the 1933 Act.
      The
      Registered Holder, by acceptance hereof, represents that it is acquiring this
      Warrant to be issued to it for its own account and not with a view to the
      distribution thereof, and agrees not to sell, transfer, pledge or hypothecate
      this Warrant, any purchase rights evidenced hereby or any Warrant Shares unless
      a registration statement is effective for this Warrant or the Warrant Shares
      under the 1933 Act or in the opinion of such Registered Holder’s counsel
      reasonably satisfactory to the Company, a copy of which opinion shall be
      delivered to the Company, such transaction is exempt from the registration
      requirements of the 1933 Act.

    


    (b) Subject
      to the provisions of the following paragraph of this Section 11, each
      Certificate for Warrant Shares shall be stamped or otherwise imprinted with
      a
      legend in substantially the following form:

     

    
      
         

      

      
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    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE
      SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
      SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
      ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933
      ACT.

    


    (c) The
      restrictions and requirements set forth in the foregoing paragraph shall apply
      with respect to Warrant Shares unless and until such Warrant Shares are sold
      or
      otherwise transferred pursuant to an effective registration statement under
      the
      1933 Act or are otherwise no longer subject to the restrictions of the 1933
      Act,
      at which time the Company agrees to promptly cause such restrictive legends
      to
      be removed and stop transfer restrictions applicable to such Warrant Shares
      to
      be rescinded.

     

    (d) The
      Company will use its best efforts to comply with the reporting requirements
      of
      Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the
      "1934 Act") (whether or not it shall be required to do so pursuant to such
      Sections) and will use its best efforts to comply with all other public
      information reporting requirements of the Securities and Exchange Commission
      (including, without limitation, Securities and Exchange Commission (“SEC”) Rule
      144 promulgated under the 1933 Act) from time to time in effect and relating
      to
      the availability of an exemption from the 1933 Act for sale of restricted
      securities. The Company also will cooperate with the Registered Holder and
      with
      each holder of any Warrant Shares in supplying such information as may be
      necessary for any such holders to complete and file any information reporting
      forms presently or hereafter required by the SEC as a condition to the
      availability of an exemption from the 1933 Act for the sale of restricted
      securities.

     

    Section
      12. Company
      Redemption Rights.
      In the
      event that the Company’s stock price has a closing bid price at or above $2.50
      per share, subject to adjustment as set forth in the Warrant, for twenty (20)
      consecutive Trading Days, the Company may, after providing the Holder thirty
      (30) written notice (the “Redemption Notice”), redeem the outstanding Warrants
      unless the Holder, upon receipt of the Redemption Notice, exercises his/her/its
      Warrant rights and pays in full the Exercise Price, as adjusted in Section
      7
      hereof, if applicable. If the Holder fails to timely pay the amount set forth
      in
      the Redemption Notice, the Company’s sole remedy shall be to cancel a
      corresponding amount of this Warrant. Unless otherwise agreed to by the Holder
      of this Warrant, a Redemption Notice must be given to all Warrant holders who
      receive Warrants similar to this Warrant (in terms of Exercise Price and other
      principal terms) issued on or about the same Date of Issuance as this Warrant,
      in proportion to the amounts of Common Stock which may be purchased by the
      respective holders in accordance with the respective Warrants held by each.
      

     

    Section
      13. Notices.
      All
      notices, requests, demands and other communications relating to this Warrant
      shall be in writing and shall be deemed to have been duly given if delivered
      personally or sent by United States certified or registered first-class mail,
      postage prepaid, return receipt requested, to the parties hereto at the
      following addresses or at such other address as any party hereto shall hereafter
      specify by notice to the other party hereto:

    


    (a) If
      to the
      Registered Holder of this Warrant or the holder of the Warrant Shares, addressed
      to the address of such Registered Holder or holder as set forth on books of the
      Company, or otherwise furnished by the Registered Holder or holder to the
      Company.

    


    
      
         

      

      
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    (b) If
      to the
      Company, addressed to:

    


    The
      American Energy Group, Ltd.

    120
      Post
      Road West, Suite 202

    Westport,
      Connecticut 06880

    Attn:
      President

    


    Section
      14. Binding
      Effect.
      This
      Warrant shall be binding upon and inure to the sole and exclusive benefit of
      the
      Company, its successors and assigns, and the holder or holders from time to
      time
      of this Warrant and the Warrant Shares.

    


    Section
      15. Survival
      of Rights and Duties. This
      Warrant shall terminate and be of no further force and effect on the earlier
      of
      (i) 5:00 p.m., Eastern time, on the Expiration Date and (ii) the date on which
      this Warrant and all purchase rights evidenced hereby have been exercised,
      except that the provisions of Sections 4, 6(c) 11 and 12 hereof shall continue
      in full force and effect after such termination date.

    


    Section
      16. Governing
      Law.
      This
      Warrant shall be construed in accordance with and governed by the laws of the
      State of Nevada.

    


    Section
      17. Section
      Headings. The
      Section headings in this Warrant are for purposes of convenience only and shall
      not constitute a part hereof.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed under its
      corporate seal by its officers thereunto duly authorized as of the date
      hereof.

    


    SIGNATURES
      APPEAR ON FOLLOWING PAGE

    


    
      
         

      

      
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	 	THE
                AMERICAN ENERGY GROUP, LTD.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Pierce
                Onthank, President and CEO
	 	 


      

       

      
        
           

        

        
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    FORM
      OF ELECTION TO PURCHASE

    


    


    (To
      Be
      Executed Upon Exercise of this Warrant)

    


    To
      The
      American Energy Group, Ltd.:

    


    The
      undersigned, the record holder of this Warrant (Warrant No. _____), hereby
      irrevocably elects to exercise the right, represented by this Warrant, to
      purchase ___________ of the Warrant Shares and herewith tenders payment for
      such
      Warrant Shares to the order of The American Energy Group, Ltd. of $_________
      representing the full purchase price for such shares at the price per share
      provided for in such Warrant and the delivery of any applicable taxes payable
      by
      the undersigned pursuant to such Warrant.

    


    The
      undersigned requests that certificates for such shares be issued in the name
      of:

    


    
      	                                   
              	 	 
	                              
              	 	 
	                            
              	 	 
	                          
              	 	                               
              
	(Please print name and address) 	 	Social Security or Tax Identification
              No.
              


    

    
      


    In
      the
      event that not all of the purchase rights represented by the Warrant are
      exercised, a new Warrant, substantially identical to the attached Warrant,
      representing the rights formerly represented by the attached Warrant which
      have
      not been exercised, shall be issued in the name of and delivered to:


     

    
      
        	                                   
                	 	 
	                              
                	 	 
	                            
                	 	 
	                          
                	 	                               
                
	(Please print name and address) 	 	Social Security or Tax Identification
                No.
                


      

      

    
       

      
        
          	Dated:
                  ________________                         
                  	Name
                  of Holder (Print):
	                              
                  	 	 
	                            
                  	
                  By:


                	                                
                  
	                          
                  	
                  (Name):

                	
                     
                                                                                    
                    

                
	(Please
                  print name and address) 	
                  (Title):

                	                                                   
                  


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    FORM
      OF ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, _______________________ hereby sells, assigns and transfers to each
      assignee set forth below all of the rights of the undersigned under the attached
      Warrant (Warrant No. _____) with respect to the number of shares of Common
      Stock
      covered thereby set forth opposite the name of such assignee unto:

    


    
      	 	
              Name
                of Assignee

            	 	
              Address

            	 	
              Number
                of Shares of

            	 
	 	 	 	 	 	
              Common
                Stock

            	 


    

     

    


    If
      the
      total of said purchase rights represented by the Warrant shall not be assigned,
      the undersigned requests that a new Warrant Certificate evidencing the purchase
      rights not so assigned be issued in the name of and delivered to the
      undersigned.

     

    
      
         

        
          
            	Dated:
                    ________________                         
                    	Name
                    of Holder (Print):
	                              
                    	 	 
	                            
                    	
                    By:


                  	                                
                    
	                          
                    	
                    (Name):

                  	
                       
                                                                                      
                      

                  
	(Please
                    print name and address) 	
                    (Title):