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EX-4.2

                                   Exhibit 4.2
                             Stock Purchase Warrant

                         NESS ENERGY INTERNATIONAL, INC.

             CORPORATION CAPITAL STOCK PURCHASE WARRANT (DETACHABLE)

         This certifies that, for value received, the bearer of this warrant is
entitled to purchase and receive from Ness Energy International, Inc.
(hereinafter sometimes called the "Company") during the period herein provided
_____[number] fully paid and nonassessable shares of the no par common voting
stock of the Company (hereafter called the "Capital Stock") upon surrender
hereof at the principal office of the Company in Weatherford, Texas, and
simultaneous payment of the purchase price of $2.50 for each share of the
Capital Stock so to be purchased, such number of shares and such purchase price
per share being subject, however, to adjustment as hereinafter provided. The
purchase price per share, as adjusted from time to time, is hereinafter referred
to as the "Purchase Price".
         The Warrant shall be exercisable commencing on the Closing Date of that
registration of securities of which these warrants are a part dated
________,2000 (hereinafter called the "Agreement") and shall expire at the close
of business on the eighteenth month following said closing date.
  If the Company shall at any time or from time to time hereafter:
  (a) Sell or issue any additional shares of its Capital Stock (other than upon
  exercise of this Warrant and any other warrants issued upon exchange of this
  Warrant) (b) Sell or issue any rights or options to purchase capital stock of
  the Company, or sell or issue any securities of any kind convertible into
  shares of Capital Stock of the Company, in which the option, purchase,
  exercise or conversion price (or consideration) per share, as the case may be,
  is less than the Purchase Price in effect immediately prior to such sale or
  sale or issuance shall immediately and automatically be reduced to the
  consideration per share received by the Company upon such sale or issuance as
  specified in subparagraph (a) above, or to the option, purchase, exercise or
  conversion price (or consideration) per share upon such sale or issuance as
  specified in subparagraph (b), above, as the case may be.
    Upon each such adjustment of the Purchase Price, the holder hereof shall
  thereafter (until a subsequent adjustment of the Purchase Price) be entitled
  to purchase at the adjusted Purchase Price the number of shares of Capital
  Stock of the Company obtained by multiplying the number of shares specified in
  this Warrant by the initial Purchase Price (i.e., $2.50 and dividing the
  product so obtained by the adjusted purchase price.)
    For purposes of the foregoing adjustments, the following provisions shall
  also apply:
     1.   In case the consideration for such issuance or sale of additional
          shares of Capital Stock, or the option, purchase, exercise or
          conversion price (or consideration) per share provided for in any such
          right, option or convertible security, shall be cash, in whole or in
          part, the amount of consideration received shall be deemed to be the
          amount of cash received by the Company after deducting therefrom any
          compensation or discount allowed or paid for the selling underwriting
          or purchase thereof to underwriters, dealers or others performing
          similar service, but without deducting therefrom any other expenses
          incurred in connection therewith.
     2.   In case the consideration for such issuance or sale of additional
          shares of Capital Stock, or the option, purchase, exercise or
          conversion price (or consideration) per share provided for in any such
          right, option or convertible security, shall be wholly or partially
          other than cash, such other consideration shall be deemed to be the
          value, expressed in monetary terms, or such consideration as fairly
          determined by the Board of Directors of the Company.
     3.   In case the Company shall sell or issue any rights or options to
          purchase Capital Stock of the Company, or any securities of any kind
          convertible into shares of Capital Stock of the Company, such sale or
          issue shall be deemed to be issue or sale (as of the date of the issue
          or sale of such rights, options or convertible securities) or the
          maximum number of shares of Capital Stock necessary to

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        effect the exercise, conversion or exchange of all such rights,
        options or convertible securities and the amount received by the
        Company for the issue or sale of such rights, options or
        convertible securities plus the total amount of additional
        consideration, if any, payable to the Company on such exercise,
        conversion or exchange shall be deemed to be consideration
        actually received for the issue or sale of such shares of Capital
        Stock, and such shares of Capital Stock shall be deemed to
        constitute issued shares of Capital Stock as of said date;
        provided, however, that no further adjustment of the purchase
        price shall be made upon the actual issuance of any shares of
        Capital Stock to effect such exercise, conversion or exchange.
     4. No adjustment in the Purchase Price or in the number of shares
        purchasable upon exercise of this Warrant shall be made as a result of
        the issuance by the Company of employee stock options covering an
        aggregate of such number of shares of Capital Stock which, when added
        to the number of shares of Capital Stock covered by presently
        outstanding employee stock options, does not exceed 1,000,000 shares.
     5. No adjustment in the Purchase Price or in the number of shares
        purchasable upon exercise of the Warrant shall be made as a result of
        the sale or issuance by the Company of an aggregate of not to exceed
        1,000,000 shares of Capital Stock upon exercise of employee stock
        options theretofore validly issued by the Company.
     6. No adjustment in the Purchase Price shall be made as a result of the
        sale or issuance by the Company of any additional shares of Capital
        Stock issued as a stock dividend upon outstanding Capital Stock, and
        no further adjustment in the number of shares of Capital Stock
        issuable upon exercise of the exercise of this Warrant shall be made
        except to the extend provided in the next two paragraphs.
    In case the Company shall declare any dividend upon outstanding Capital
  Stock payable in cash or in shares of Capital Stock (or fractions thereof), or
  in case the Company shall make any other distribution upon outstanding Capital
  Stock, then and in each such case the holder of this Warrant, upon any
  exercise of all or any part thereof hereafter, will be entitled to receive the
  number of shares of Capital Stock as to which the right of purchase is being
  exercised and, in addition but without any further payment, the securities,
  cash or other property which the holder of this Warrant would have received by
  way of such dividends or distributions if such holder (a) had continuously
  since the date hereof been the record holder of the Capital Stock as to which
  the right of purchase is then being exercised, and (b) had retained all
  securities which he would have received as dividends and/or other
  distributions upon such Capital Stock.
    If the Company shall, by subdivision, combination or reclassification of
  shares or otherwise, change the outstanding shares of its Capital Stock into a
  different number or class of shares, the number and class of shares issuable
  upon exercise of this Warrant and the Purchase Price payable upon such
  exercise shall be adjusted as provided in the immediately preceding paragraph.
    In case of any reorganization or merger of the Company into any other
  corporation, then each share of stock issuable upon exercise of this Warrant
  shall be replaced for the purposes hereof by the stock or other securities or
  property issuable in respect of each share of Capital Stock of the Company
  upon such reorganization or merger.
  In case at any time:
     (a)  the Company shall declare or pay any dividend, payable in stock or
          otherwise, upon the Capital Stock or declare or make any other
          distribution to the holders of its Capital Stock;
     (b)  the Company shall offer for subscription pro rata or otherwise to the
          holders of the Capital Stock any additional shares of stock of any
          class or other rights;
     (c)  there shall be any capital reorganization or reclassification of the
          Capital Stock of the Company, or reorganization or merger of the
          Company with, or transfer of all or substantially all of its assets
          to, another corporation; or
     (d)  there shall be a voluntary or involuntary dissolution, liquidation or
          winding up of the Company; then, in any one or more of said cases, the
          Company shall give written notice to the holder of this Warrant of the
          date (i) on which the books of the Company shall close, or of record
          fixed, for determining the shareholders entitled to such dividend,
          distribution or subscription rights, or (ii) on which such
          reorganization, reclassification, consolidation, merger, transfer,
          dissolution, liquidation or winding up shall take place, as the case
          may be. Such notice shall also specify the date as of which the
          holders of Capital Stock of record shall participate in such dividend,
          distribution or subscription rights, or shall be entitled to exchange
          their Capital Stock for securities or other property deliverable upon
          such

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          reorganization, reclassification, merger, transfer, dissolution,
          liquidation or winding up, as the case may be. Such written notice
          shall be given at least twenty (20) days prior to the action in
          question and not less than twenty (20) days prior to the record date
          or the date on which the Company's transfer books are closed in
          respect thereto.
              Upon any adjustment or other change relating to the Purchase Price
         of the securities issuable upon exercise of this Warrant, then and in
         such case the Company shall give written notice thereof to the holder
         hereof, which notice shall state the Purchase Price resulting from such
         adjustment and the number of securities receivable at such price upon
         the exercise of the Warrant, and set forth in reasonable detail the
         method of calculation and the facts upon which such calculation is
         based.
               No fractional shares of Capital Stock will be issued in
         connection with any purchase hereunder, but the Company shall, in lieu
         of such fractional shares, make a cash payment therefor on the basis of
         the Purchase Price then in effect. The Company covenants that it will
         at all times maintain an available and adequate reserve of duly
         authorized but unissued shares of its Capital Stock, free from
         preemptive rights, sufficient to effect the full exercise of this
         Warrant as herein provided, and that it will at all times maintain in
         full force and effect an appropriate permit of the Washington
         Commissioner of Corporations authorizing the issuance and sale by the
         Company of all shares of Capital Stock issuable upon exercise of the
         Warrant by the holder.
               The Company covenants that all shares of Capital Stock issuable
         upon the exercise of this Warrant will, upon issuance, be validly
         issued, fully paid and nonassessable, and free from all taxes, liens
         and charges with respect to the issue thereof.
               The holder hereof may surrender this Warrant for exchange at the
         principal office of the Company. Within a reasonable time thereafter
         and without expense (other than transfer taxes, if any) to each holder,
         the Company shall issue in exchange therefor, in such denominations (of
         not less than 100 shares), and issued in such name or names as the
         holder shall designate (if permitted by the Securities Act of 1933, as
         amended from time to time), a new certificate or certificates dated the
         date hereof evidencing the right to purchase the same aggregate number
         of shares of Capital Stock as are evidenced hereby, and otherwise
         containing the same provisions and subject to the same terms and
         conditions as this certificate.
               Upon surrender of any Warrant at the office of the Company
         accompanied by payment of the appropriate Purchase Price of the Capital
         Stock in cash, the Company shall forthwith cause to be executed, issued
         and delivered to the holder of the Warrant a certificate or
         certificates for the proper number of shares of capital stock or other
         securities of the Company; and the Company covenants that the issuance
         of this Warrant shall constitute full authority to those of its
         officers who are charged with the duty of issuing stock certificates to
         promptly execute, issue and deliver to the holder of the Warrant the
         necessary certificate for shares of Capital Stock or other securities
         of the Company required by such exercise.
                This Warrant may be exercised in accordance with its terms prior
         to expiration as a whole, or from time to time in part. In the event of
         partial exercise of the Warrant, the Company shall, in addition to
         delivery of the securities thereby purchased, deliver to the holder of
         the Warrant, a new Warrant for the remaining shares then subject to the
         unexercised portion of the Warrant; such new Warrant being dated the
         date hereof and otherwise containing the same provisions and subject to
         the same terms and conditions as this Warrant. Certificates for shares
         of Capital Stock or other securities of the Company issuable by reason
         of the exercise of Warrants shall be dated and shall be effective as of
         the date of the surrender of the Warrants for exercise or acceptance of
         the offering of shares or other securities, as the case may be, and the
         payment of the appropriate Purchase Price, notwithstanding any delay in
         the actual execution, issuance or delivery of the certificates or
         securities so purchased.
               This Warrant shall be registered on the books of the Company,
         which shall be kept by it at its principal office for that purpose, and
         shall be transferable only on said books by the holder hereof in person
         or by duly authorized attorney upon surrender of this Warrant properly
         endorsed.

         _______________, Texas__________, 2000

                         Ness Energy International, Inc.



                                            By______________________
                                                      Hayseed Stephens

            [Seal]

            Attest:


            -----------------------------
            Secretary