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                                                                     EXHIBIT 4.1













                                WARRANT AGREEMENT



                                     between



                               GMX RESOURCES INC.

                                       and

                                 UMB BANK, n.a.



                           Dated as of ________, 2001

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             This Agreement, dated as of _______, 2001, is between GMX
RESOURCES INC., an Oklahoma corporation (the "Company") and UMB Bank, n.a., a
national bank, (the "Warrant Agent").

             The Company, at or about the time that it is entering into this
Agreement, proposes to issue and sell to public investors up to 1,437,500
Units ("Units"). Each Unit consists of one share of Common Stock of the
Company ("Common Stock") and one Class A Warrant (collectively, the "Class A
Warrants"), each Class A Warrant exercisable to purchase one share of Common
Stock and one Class B Warrant (collectively, the "Class B Warrants") for the
Exercise Price (hereinafter defined) upon the terms and conditions and
subject to adjustment in certain circumstances, all as set forth in this
Agreement. The Class A Warrants and the Class B Warrants are hereinafter
referred to, collectively, as the "Warrants".

             The Company proposes to issue to the Representative of the
Underwriters in the public offering of Units referred to above warrants to
purchase up to 125,000 additional Units.

             The Company wishes to retain the Warrant Agent to act on behalf
of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, transfer, exchange and replacement of the certificates
evidencing the Warrants to be issued under this Agreement (the "Warrant
Certificates") and the exercise of the Warrants.

             The Company and the Warrant Agent wish to enter into this
Agreement to set forth the terms and conditions of the Warrants and the
rights of the holders thereof ("Warrantholders") and to set forth the
respective rights and obligations of the Company and the Warrant Agent. Each
Warrantholder is an intended beneficiary of this Agreement with respect to
the rights of Warrantholders herein.

             NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

Section 1.  APPOINTMENT OF WARRANT AGENT

             The Company appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions in this Agreement and the Warrant
Agent accepts such appointment.

Section 2.  DATE, DENOMINATION AND EXECUTION OF WARRANT CERTIFICATES

             The Warrant Certificates (and the Form of Election to Purchase
and the Form of Assignment to be printed on the reverse thereof) shall be in
registered form only and shall be substantially of the tenor and purport
recited in Exhibits A (with respect to Class A Warrants) and B (with respect
to Clas B Warrants) hereto, and may have such letters, numbers or other marks
of identification or designation and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may
be required to comply with any law, or with any rule or regulation made
pursuant thereto, or with any rule or regulation of any stock exchange on
which the Common Stock or the Warrants may be listed or any automated
quotation system, or to conform to usage. Each Class A Warrant Certificate
shall entitle the registered holder thereof, subject to the provisions of
this Agreement and of the Warrant Certificate, to purchase, on or before 5
p.m., Central time, on ______, 2006 (the "Expiration Date"), one fully paid
and non-assessable share of Common Stock and one Class B Warrant for each
Warrant evidenced by such Warrant Certificate. The exercise price of each
Class A Warrant shall be $___ in the case of any exercise occuring prior to
________, 2002 and thereafter shall be $_____, in each case subject to
adjustments as provided in Sections 6 hereof, (the "Exercise Price"). Each
Class B Warrant Certificate shall entitle the registered holder thereof,
subject

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to the provisions of this Agreement and of the Warrant Certificate, to
purchase, on or before the close of business on the Expiration Date, one
fully paid and non-assessable share of Common Stock for each Warrant
evidenced by such Warrant Certificate for $____, subject to adjustments as
provided in Sections 6 hereof, (the "Class B Exercise Price"). Each Class A
Warrant Certificate issued as a part of a Unit offered to the public as
described in the recitals, above, shall be dated _______, 2001; each other
Class A Warrant Certificate and each Class B Warrant Certificate shall be
dated the date on which the Warrant Agent receives valid issuance
instructions from the Company or a transferring holder of a Warrant
Certificate or, if such instructions specify another date, such other date.

             For purposes of this Agreement, the term "close of business" on
any given date shall mean 5:00 p.m., Central time, on such date; provided,
however, that if such date is not a business day, it shall mean 5:00 p.m.,
Central time, on the next succeeding business day. For purposes of this
Agreement, the term "business day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in Kansas City, Missouri are
authorized or obligated by law to be closed.

             Each Warrant Certificate shall be executed on behalf of the
Company by the Chairman of the Board or its President or a Vice President,
either manually or by facsimile signature printed thereon, and have affixed
thereto the Company's seal or a facsimile thereof which shall be attested by
the Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. Each Warrant Certificate shall be manually countersigned
by the Warrant Agent and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any
Warrant Certificate shall cease to be such officer of the Company before
countersignature by the Warrant Agent and issue and delivery thereof by the
Company, such Warrant Certificate, nevertheless, may be countersigned by the
Warrant Agent, issued and delivered with the same force and effect as though
the person who signed such Warrant Certificate had not ceased to be such
officer of the Company.

Section 3.  SUBSEQUENT ISSUE OF WARRANT CERTIFICATES

             Subsequent to their original issuance, no Warrant Certificates
shall be reissued except (i) Warrant Certificates issued upon transfer
thereof in accordance with Section 4 hereof, (ii) Warrant Certificates issued
upon any combination, split-up or exchange of Warrant Certificates pursuant
to Section 4 hereof, (iii) Warrant Certificates issued in replacement of
mutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section
5 hereof, (iv) Warrant Certificates issued upon the partial exercise of
Warrant Certificates pursuant to Section 7 hereof, and (v) Warrant
Certificates issued to reflect any adjustment or change in the Exercise Price
or the number or kind of shares purchasable thereunder pursuant to Section 22
hereof. The Warrant Agent is hereby irrevocably authorized to countersign and
deliver, in accordance with the provisions of said Sections 4, 5, 7 and 22,
the new Warrant Certificates required for purposes thereof, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrant Certificates duly executed on behalf of the Company for such purposes.

Section 4.  TRANSFERS AND EXCHANGES OF WARRANT CERTIFICATES

             The Warrant Agent will keep or cause to be kept books for
registration of ownership and transfer of the Warrant Certificates issued
hereunder. Such registers shall show the names and addresses of the
respective holders of the Warrant Certificates and the kind and number of
Warrants evidenced by each such Warrant Certificate.

             The Warrant Agent shall, from time to time, register the
transfer of any outstanding Warrants upon the books to be maintained by the
Warrant Agent for that purpose, upon surrender of the Warrant Certificate
evidencing such Warrants, with the Form of Assignment duly filled in and
executed with such signature guaranteed by a banking institution or NASD
member and such supporting documentation as the Warrant Agent or the Company
may reasonably require, to the Warrant Agent at its stock transfer office in
Kansas City, Missouri at any time on or before the Expiration Date, and upon
payment to the Warrant Agent for the account of the Company of an amount
equal to any applicable transfer tax. Payment of the amount of such tax may
be made in cash, or by certified or official bank check, payable in lawful
money of the United States of America to the order of the Company.


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             Upon receipt of a Warrant Certificate, with the Form of
Assignment duly filled in and executed, accompanied by payment of an amount
equal to any applicable transfer tax, the Warrant Agent shall promptly cancel
the surrendered Warrant Certificate and countersign and deliver to the
transferee a new Warrant Certificate for the number of full Class A Warrants
or Class B Warrants, as the case may be, transferred to such transferee;
PROVIDED, HOWEVER, that in case the registered holder of any Warrant
Certificate shall elect to transfer fewer than all of the Warrants evidenced
by such Warrant Certificate, the Warrant Agent in addition shall promptly
countersign and deliver to such registered holder a new Warrant Certificate
or Certificates for the number of full Class A Warrants or Class B Warrants,
as the case may be, not so transferred.

             Any Warrant Certificate or Certificates may be exchanged at the
option of the holder thereof for another Warrant Certificate or Certificates
of different denominations, of like tenor and representing in the aggregate
the same kind and number of Warrants, upon surrender of such Warrant
Certificate or Certificates, with the Form of Assignment duly filled in and
executed, to the Warrant Agent, at any time or from time to time after the
close of business on the date hereof and prior to the close of business on
the Expiration Date. The Warrant Agent shall promptly cancel the surrendered
Warrant Certificate and deliver the new Warrant Certificate pursuant to the
provisions of this Section.

Section 5.  MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES

             Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of any Warrant Certificate, and in the case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and reimbursement to
them of all reasonable expenses incidental thereto, and, in the case of
mutilation, upon surrender and cancellation of the Warrant Certificate, the
Warrant Agent shall countersign and deliver a new Warrant Certificate of like
tenor for the same kind and number of Warrants.

Section 6.  ADJUSTMENTS OF NUMBER AND KIND OF SHARES PURCHASABLE AND EXERCISE
            PRICE

             The number and kind of securities or other property purchasable
upon exercise of a Warrant shall be subject to adjustment from time to time
upon the occurrence, after the date hereof, of any of the following events:

    A. In case the Company shall (1) pay a dividend in, or make a
distribution of, shares of capital stock on its outstanding Common Stock, (2)
subdivide its outstanding shares of Common Stock into a greater number of
such shares or (3) combine its outstanding shares of Common Stock into a
smaller number of such shares, the total number of shares of Common Stock
purchasable upon the exercise of each Class A Warrant outstanding immediately
prior thereto and each Class B Warrant, whether outstanding prior thereto or
subsequently issued on exercise of Class A Warrants shall be adjusted so that
the holder of any Warrant Certificate thereafter surrendered for exercise
shall be entitled to receive at the same aggregate Exercise Price the number
of shares of capital stock (of one or more classes) which such holder would
have owned or have been entitled to receive immediately following the
happening of any of the events described above had such Warrant been
exercised in full immediately prior to the record date with respect to such
event. The above adjustment shall not affect the number of Class B Warrants
issuable on exercise of any Class A Warrant. Any adjustment made pursuant to
this Subsection shall, in the case of a stock dividend or distribution,
become effective as of the record date therefor and, in the case of a
subdivision or combination, be made as of the effective date thereof. If, as
a result of an adjustment made pursuant to this Subsection, the holder of any
Warrant Certificate thereafter surrendered for exercise shall become entitled
to receive shares of two or more classes of capital stock of the Company, the
Board of Directors of the Company (whose determination shall be conclusive
and shall be evidenced by a Board resolution filed with the Warrant Agent)
shall determine the allocation of the adjusted Exercise Price between or
among shares of such classes of capital stock.

    B. In the event of a capital reorganization or a reclassification of the
Common Stock (except as provided in Subsection A. above or Subsection E.
below), any Warrantholder, upon exercise of Warrants, shall be entitled to
receive, in substitution for the Common Stock to which he would have become
entitled upon exercise immediately


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prior to such reorganization or reclassification, the shares (of any class or
classes) or other securities or property of the Company (or cash) that he
would have been entitled to receive at the same aggregate Exercise Price upon
such reorganization or reclassification if such Warrants had been exercised
immediately prior to the record date with respect to such event; and in any
such case, appropriate provision (as determined by the Board of Directors of
the Company, whose determination shall be conclusive and shall be evidenced
by a certified Board resolution filed with the Warrant Agent), shall be made
for the application of this Section 6 with respect to the rights and
interests thereafter of the Warrantholders (including but not limited to the
allocation of the Exercise Price between or among shares of classes of
capital stock), to the end that this Section 6 (including the adjustments of
the number of shares of Common Stock or other securities purchasable and the
Exercise Price thereof) shall thereafter be reflected, as nearly as
reasonably practicable, in all subsequent exercises of the Warrants for any
shares or securities or other property (or cash) thereafter deliverable upon
the exercise of the Warrants. The above adjustment shall not affect the
number of Class B Warrants issuable on exercise of any Class A Warrant.

    C. Whenever the number of shares of Common Stock or other securities
purchasable upon exercise of a Warrant is adjusted as provided in this
Section 6, the Company will promptly file with the Warrant Agent a
certificate signed by a Chairman or co-Chairman of the Board or the President
or a Vice President of the Company and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company setting
forth the number and kind of securities or other property purchasable upon
exercise of a Class A Warrant and a Class B Warrant, as so adjusted, stating
that such adjustments in the number or kind of shares or other securities or
property conform to the requirements of this Section 6, and setting forth a
brief statement of the facts accounting for such adjustments. Promptly after
receipt of such certificate, the Company, or the Warrant Agent at the
Company's request, will deliver, by first-class, postage prepaid mail, a
brief summary thereof (to be supplied by the Company) to the registered
holders of the outstanding Warrant Certificates; PROVIDED, HOWEVER, that
failure to file or to give any notice required under this Subsection, or any
defect therein, shall not affect the legality or validity of any such
adjustments under this Section 6; and PROVIDED, FURTHER, that, where
appropriate, such notice may be given in advance and included as part of the
notice required to be given pursuant to Section 12 hereof.

    D. In case of any consolidation of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger which
does not result in any reclassification or change of the outstanding Common
Stock), or in case of any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety, the
corporation formed by such consolidation or merger or the corporation which
shall have acquired such assets, as the case may be, shall execute and
deliver to the Warrant Agent a supplemental warrant agreement providing that
the holder of each Warrant then outstanding shall have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
Warrant, solely the kind and amount of shares of stock and other securities
and property (or cash) receivable upon such consolidation, merger, sale or
transfer by a holder of the number of shares of Common Stock of the Company
for which such Warrant, and, in the case of the exercise of a Class A
Warrant, the Class B Warrant for which such Class A Warrant would otherwise
have been exercisable, might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental warrant agreement
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided in this Section. The above provision
of this Subsection shall similarly apply to successive consolidations,
mergers, sales or transfers.

             The Warrant Agent shall not be under any responsibility to
determine the correctness of any provision contained in any such supplemental
warrant agreement relating to either the kind or amount of shares of stock or
securities or property (or cash) purchasable by holders of Warrant
Certificates upon the exercise of their Warrants after any such
consolidation, merger, sale or transfer or of any adjustment to be made with
respect thereto, but subject to the provisions of Section 20 hereof, may
accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, a certificate of a firm of independent
certified public accountants (who may be the accountants regularly employed
by the Company) with respect thereto.

    E. Irrespective of any adjustments in the number or kind of shares
issuable upon exercise of Warrants, Warrant Certificates theretofore or
thereafter issued may continue to express the same price and number and kind
of shares as are stated in the similar Warrant Certificates initially
issuable pursuant to this Warrant Agreement.


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    F. The Company may retain a firm of independent public accountants of
recognized standing, which may be the firm regularly retained by the Company,
selected by the Board of Directors of the Company or the Executive Committee
of said Board, and not disapproved by the Warrant Agent, to make any
computation required under this Section, and a certificate signed by such
firm shall, in the absence of fraud or gross negligence, be conclusive
evidence of the correctness of any computation made under this Section.

    G. For the purpose of this Section, the term "Common Stock" shall mean
(i) the Common Stock or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting
solely of changes in par value, or from par value to no par value, or from no
par value to par value. In the event that at any time as a result of an
adjustment made pursuant to this Section, the holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive any
shares of capital stock of the Company other than shares of Common Stock,
thereafter the number of such other shares so receivable upon exercise of any
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
the Common Stock contained in this Section, and all other provisions of this
Agreement, with respect to the Common Stock, shall apply on like terms to any
such other shares.

    H. The Company may, from time to time and to the extent permitted by law,
reduce the exercise price of the Class A Warrants or Class B Warrants by any
amount for a period of not less than 20 days. If the Company so reduces the
exercise price of such Warrants, it will give not less than 15 days' notice
of such decrease, which notice may be in the form of a press release, and
shall take such other steps as may be required under applicable law in
connection with any offers or sales of securities at the reduced price.

Section 7. EXERCISE OF WARRANTS

             The registered holder of any Warrant Certificate may exercise
the Warrants evidenced thereby, in whole at any time or in part from time to
time at or prior to the close of business, on the Expiration Date, subject to
the provisions of Section 9, at which time the Warrant Certificates shall be
and become wholly void and of no value. Warrants may be exercised by their
holders or redeemed by the Company as follows:

    A. Exercise of Warrants shall be accomplished upon surrender of the
Warrant Certificate evidencing such Warrants, with the Form of Election to
Purchase on the reverse side thereof duly filled in and executed, to the
Warrant Agent at its stock transfer office in Kansas City, Missouri, together
with payment to the Company of the Exercise Price (as of the date of such
surrender) of the Warrants then being exercised and an amount equal to any
applicable transfer tax and, if requested by the Company, any other taxes or
governmental charges which the Company may be required by law to collect in
respect of such exercise. Payment of the Exercise Price and other amounts may
be made by wire transfer of good funds, or by certified or bank cashier's
check, payable in lawful money of the United States of America to the order
of the Company. No adjustment shall be made for any cash dividends, whether
paid or declared, on any securities issuable upon exercise of a Warrant.

    B. Upon receipt of a Warrant Certificate, with the Form of Election to
Purchase duly filled in and executed, accompanied by payment of the Exercise
Price of the Warrants being exercised (and of an amount equal to any
applicable taxes or government charges as aforesaid), the Warrant Agent shall
promptly request from the Transfer Agent with respect to the securities to be
issued and deliver to or upon the order of the registered holder of such
Warrant Certificate, in such name or names as such registered holder may
designate, a certificate or certificates for the number of full shares of the
securities to be purchased, together with cash made available by the Company
pursuant to Section 8 hereof in respect of any fraction of a share of such
securities otherwise issuable upon such exercise. If the Warrant is then
exercisable to purchase property other than securities, the Warrant Agent
shall take appropriate steps to cause such property to be delivered to or
upon the order of the registered holder of such Warrant Certificate. In
addition, if it is required by law and upon instruction by the Company, the
Warrant Agent will deliver to each Warrantholder a prospectus which complies
with the provisions of Section 9 of the Securities Act of 1933 and the
Company agrees to supply the Warrant Agent with sufficient number of
prospectuses to effectuate that purpose.


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    C. In case the registered holder of any Warrant Certificate shall
exercise fewer than all of the Warrants evidenced by such Warrant
Certificate, the Warrant Agent shall promptly countersign and deliver to the
registered holder of such Warrant Certificate, or to his duly authorized
assigns, a new Warrant Certificate or Certificates evidencing the number of
Warrants that were not so exercised.

    D. Each person in whose name any certificate for securities is issued
upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record of the securities represented thereby as of, and such
certificate shall be dated, the date upon which the Warrant Certificate was
duly surrendered in proper form and payment of the Exercise Price (and of any
applicable taxes or other governmental charges) was made; PROVIDED, HOWEVER,
that if the date of such surrender and payment is a date on which the stock
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares as of, and the certificate for such
shares shall be dated, the next succeeding business day on which the stock
transfer books of the Company are open (whether before, on or after the
Expiration Date) and the Warrant Agent shall be under no duty to deliver the
certificate for such shares until such date. The Company covenants and agrees
that it shall not cause its stock transfer books to be closed for a period of
more than 20 consecutive business days except upon consolidation, merger,
sale of all or substantially all of its assets, dissolution or liquidation or
as otherwise provided by law.

Section 8.  FRACTIONAL INTERESTS

             The Company shall not be required to issue any Warrant
Certificate evidencing a fraction of a Warrant or to issue fractions of
shares of securities on the exercise of the Warrants. If any fraction
(calculated to the nearest one-hundredth) of a Warrant or a share of
securities would, except for the provisions of this Section, be issuable on
the exercise of any Warrant, the Company shall, at its option, either
purchase such fraction for an amount in cash equal to the current value of
such fraction computed on the basis of the closing market price (as quoted on
NASDAQ) on the trading day immediately preceding the day upon which such
Warrant Certificate was surrendered for exercise in accordance with Section 7
hereof or issue the required fractional Warrant or share. By accepting a
Warrant Certificate, the holder thereof expressly waives any right to receive
a Warrant Certificate evidencing any fraction of a Warrant or to receive any
fractional share of securities upon exercise of a Warrant, except as
expressly provided in this Section 8.

Section 9.  RESERVATION OF EQUITY SECURITIES

             The Company covenants that it will at all times reserve and keep
available, free from any pre-emptive rights, out of its authorized and
unissued equity securities, solely for the purpose of issue upon exercise of
the Warrants, such number of shares of equity securities of the Company as
shall then be issuable upon the exercise of all outstanding Warrants ("Equity
Securities"). The Company covenants that all Equity Securities which shall be
so issuable shall, upon such issue, be duly authorized, validly issued, fully
paid and non-assessable.

             The Company covenants that if any Equity Securities, required to
be reserved for the purpose of issue upon exercise of the Warrants hereunder,
require registration with or approval of any governmental authority under any
federal or state law before such shares may be issued upon exercise of
Warrants, the Company will use all commercially reasonable efforts to cause
such securities to be duly registered, or approved, as the case may be, and,
to the extent practicable, take all such action in anticipation of and prior
to the exercise of the Warrants, including, without limitation, filing any
and all post-effective amendments to the Company's Registration Statement on
Form SB-2 (Registration No. 333-49328) necessary to permit a public offering
of the securities underlying the Warrants at any and all times during the
term of this Agreement, PROVIDED, HOWEVER, that in no event shall such
securities be issued, and the Company is authorized to refuse to honor the
exercise of any Warrant, if such exercise would result in the opinion of the
Company's Board of Directors, upon advice of counsel, in the violation of any
law; and PROVIDED FURTHER that, in the case of a Warrant exercisable solely
for securities listed on a securities exchange or for which there are at
least two independent market makers, in lieu of obtaining such registration
or approval, the Company may elect to redeem Warrants submitted to the
Warrant Agent for exercise for a price equal to the difference between the
aggregate low asked price, or closing price, as the case may be, of the
securities for which


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such Warrant is exercisable on the date of such submission and the Exercise
Price of such Warrants; in the event of such redemption, the Company will pay
to the holder of such Warrants the above-described redemption price in cash
within 10 business days after receipt of notice from the Warrant Agent that
such Warrants have been submitted for exercise.

Section 10.  REDUCTION OF CONVERSION PRICE BELOW PAR VALUE

             Before taking any action that would cause an adjustment pursuant
to Section 6 hereof reducing the portion of the Exercise Price required to
purchase one share of capital stock below the then par value (if any) of a
share of such capital stock, the Company will use its best efforts to take
any corporate action which, in the opinion of its counsel, may be necessary
in order that the Company may validly and legally issue fully paid and
non-assessable shares of such capital stock.

Section 11.  PAYMENT OF TAXES

             The Company covenants and agrees that it will pay when due and
payable any and all federal and state documentary stamp and other original
issue taxes which may be payable in respect of the original issuance of the
Warrant Certificates, or any shares of Common Stock or other securities upon
the exercise of Warrants. The Company shall not, however, be required (i) to
pay any tax which may be payable in respect of any transfer involved in the
transfer and delivery of Warrant Certificates or the issuance or delivery of
certificates for Common Stock or other securities in a name other than that
of the registered holder of the Warrant Certificate surrendered for purchase
or (ii) to issue or deliver any certificate for shares of Common Stock or
other securities upon the exercise of any Warrant Certificate until any such
tax shall have been paid, all such tax being payable by the holder of such
Warrant Certificate at the time of surrender.

Section 12.  NOTICE OF CERTAIN CORPORATE ACTION

             In case the Company after the date hereof shall propose (i) to
offer to the holders of Common Stock, generally, rights to subscribe to or
purchase any additional shares of any class of its capital stock, any
evidences of its indebtedness or assets, or any other rights or options or
(ii) to effect any reclassification of Common Stock (other than a
reclassification involving merely the subdivision or combination of
outstanding shares of Common Stock) or any capital reorganization, or any
consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or any sale,
transfer or other disposition of its property and assets substantially as an
entirety, or the liquidation, voluntary or involuntary dissolution or
winding-up of the Company, then, in each such case, the Company shall file
with the Warrant Agent and the Company, or the Warrant Agent on its behalf,
shall mail (by first-class, postage prepaid mail) to all registered holders
of the Warrant Certificates notice of such proposed action, which notice
shall specify the date on which the books of the Company shall close or a
record be taken for such offer of rights or options, or the date on which
such reclassification, reorganization, consolidation, merger, sale, transfer,
other disposition, liquidation, voluntary or involuntary dissolution or
winding-up shall take place or commence, as the case may be, and which shall
also specify any record date for determination of holders of Common Stock
entitled to vote thereon or participate therein and shall set forth such
facts with respect thereto as shall be reasonably necessary to indicate any
adjustments in the Exercise Price and the number or kind of shares or other
securities purchasable upon exercise of Warrants which will be required as a
result of such action. Such notice shall be filed and mailed in the case of
any action covered by clause (i) above, at least ten days prior to the record
date for determining holders of the Common Stock for purposes of such action
or, if a record is not to be taken, the date as of which the holders of
shares of Common Stock of record are to be entitled to such offering; and, in
the case of any action covered by clause (ii) above, at least 20 days prior
to the earlier of the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, other disposition, liquidation,
voluntary or involuntary dissolution or winding-up is expected to become
effective and the date on which it is expected that holders of shares of
Common Stock of record on such date shall be entitled to exchange their
shares for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, sale, transfer,
other disposition, liquidation, voluntary or involuntary dissolution or
winding-up.

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             Failure to give any such notice or any defect therein shall not
affect the legality or validity of any transaction listed in this Section 12.

Section 13.  DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANT CERTIFICATES, ETC.

             The Warrant Agent shall account promptly to the Company with
respect to Warrants exercised and concurrently pay to the Company all moneys
received by the Warrant Agent for the purchase of securities or other
property through the exercise of such Warrants.

             The Warrant Agent shall keep copies of this Agreement available
for inspection by Warrantholders during normal business hours at its stock
transfer office. Copies of this Agreement may be obtained upon written
request addressed to the Warrant Agent at its stock transfer office in Kansas
City, Missouri.

Section 14.  WARRANTHOLDER NOT DEEMED A STOCKHOLDER

             No Warrantholder, as such, shall be entitled to vote, receive
dividends 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 of the Warrants
represented thereby for any purpose whatever, nor shall anything contained
herein or in any Warrant Certificate be construed to confer upon any
Warrantholder, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance or otherwise), or to receive notice
of meetings or other actions affecting stockholders (except as provided in
Section 12 hereof), or to receive dividend or subscription rights, or
otherwise, until such Warrant Certificate shall have been exercised in
accordance with the provisions hereof and the receipt of the Exercise Price
and any other amounts payable upon such exercise by the Warrant Agent.

Section 15.  RIGHT OF ACTION

             All rights of action in respect to this Agreement are vested in
the respective registered holders of the Warrant Certificates; and any
registered holder of any Warrant Certificate, without the consent of the
Warrant Agent or of any other holder of a Warrant Certificate, may, in his
own behalf for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, his right to exercise the Warrants evidenced by such
Warrant Certificate, for the purchase of shares of the Common Stock in the
manner provided in the Warrant Certificate and in this Agreement.

Section 16.  AGREEMENT OF HOLDERS OF WARRANT CERTIFICATES

             Every holder of a Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent and with every other
holder of a Warrant Certificate that:

    A. the Warrant Certificates are transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in this Agreement;
and

    B. the Company and the Warrant Agent may deem and treat the person in
whose name the Warrant Certificate is registered as the absolute owner of the
Warrant (notwithstanding any notation of ownership or other writing thereon
made by anyone other than the Company or the Warrant Agent) for all purposes
whatever and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.

Section 17.  CANCELLATION OF WARRANT CERTIFICATES

             In the event that the Company shall purchase or otherwise
acquire any Warrant Certificate or Certificates after the issuance thereof,
such Warrant Certificate or Certificates shall thereupon be delivered to the

                                       9
<PAGE>

Warrant Agent and be canceled by it and retired. The Warrant Agent shall also
cancel any Warrant Certificate delivered to it for exercise, in whole or in
part, or delivered to it for transfer, split-up, combination or exchange.
Warrant Certificates so canceled shall be delivered by the Warrant Agent to
the Company from time to time, or disposed of in accordance with the
instructions of the Company.

Section 18.  CONCERNING THE WARRANT AGENT

             The Company agrees to pay to the Warrant Agent from time to
time, on demand of the Warrant Agent, reasonable compensation for all
services rendered by it hereunder and also its reasonable expenses, including
counsel fees, and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Warrant Agent for, and to
hold it harmless against, any loss, liability or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Warrant
Agent, arising out of or in connection with the acceptance and administration
of this Agreement.

Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT

             Any corporation into which the Warrant Agent may be merged or
with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to the corporate trust business of the Warrant Agent,
shall be the successor to the Warrant Agent hereunder without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, provided that such corporation would be eligible for appointment as a
successor warrant agent under the provisions of Section 21 hereof. In case at
the time such successor to the Warrant Agent shall succeed to the agency
created by this Agreement, any of the Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may
adopt the countersignature of the original Warrant Agent and deliver such
Warrant Certificates so countersigned; and in case at that time any of the
Warrant Certificates shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor Warrant Agent;
and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.

             In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent may adopt the
countersignature under its prior name and deliver Warrant Certificates so
countersigned; and in case at that time any of the Warrant Certificates shall
not have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Warrant Certificates shall have the full force provided in the
Warrant Certificates and in this Agreement.

Section 20.  DUTIES OF WARRANT AGENT

             The Warrant Agent undertakes the duties and obligations imposed
by this Agreement upon the following terms and conditions, by all of which
the Company and the holders of Warrant Certificates, by their acceptance
thereof, shall be bound:

    A. The Warrant Agent may consult with counsel satisfactory to it (who may
be counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Warrant Agent as to any
action taken, suffered or omitted by it in good faith and in accordance with
such opinion; PROVIDED, HOWEVER, that the Warrant Agent shall have exercised
reasonable care in the selection of such counsel. Fees and expenses of such
counsel, to the extent reasonable, shall be paid by the Company.

    B. Whenever in the performance of its duties under this Agreement, the
Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by a Chairman or co-Chairman of the

                                       10
<PAGE>

Board or the President or a Vice President or the Secretary of the Company
and delivered to the Warrant Agent; and such certificate shall be full
authorization to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.

    C. The Warrant Agent shall be liable hereunder only for its own gross
negligence, bad faith or willful misconduct.

    D. The Warrant Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the Warrant
Certificates (except its countersignature on the Warrant Certificates and
such statements or recitals as describe the Warrant Agent or action taken or
to be taken by it) or be required to verify the same, but all such statements
and recitals are and shall be deemed to have been made by the Company only.

    E. The Warrant Agent shall not be under any responsibility in respect of
the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Warrant Agent) or in respect of the validity
or execution of any Warrant Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant
Certificate; nor shall it be responsible for the making of any change in the
number of shares of Common Stock for which a Warrant is exercisable required
under the provisions of Section 6 or responsible for the manner, method or
amount of any such change or the ascertaining of the existence of facts that
would require any such adjustment or change (except with respect to the
exercise of Warrant Certificates after actual notice of any adjustment of the
Exercise Price); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant
Certificate or as to whether any shares of Common Stock will, when issued, be
validly issued, fully paid and non-assessable.

    F. The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or take any other action likely to involve
expense unless the Company or one or more registered holders of Warrant
Certificates shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred. All rights of
action under this Agreement or under any of the Warrants may be enforced by
the Warrant Agent without the possession of any of the Warrants or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be
brought in its name as Warrant Agent, and any recovery of judgment shall be
for the ratable benefit of the registered holders of the Warrant
Certificates, as their respective rights or interests may appear.

    G. The Warrant Agent and any stockholder, director, officer or employee
of the Warrant Agent may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend money to or
otherwise act as fully and freely as though it were not Warrant Agent under
this Agreement. Nothing herein shall preclude the Warrant Agent from acting
in any other capacity for the Company or for any other legal entity.

    H. The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from a
Chairman or co-Chairman of the Board or President or a Vice President or the
Secretary or the Controller of the Company, and to apply to such officers for
advice or instructions in connection with the Warrant Agent's duties, and it
shall not be liable for any action taken or suffered or omitted by it in good
faith in accordance with instructions of any such officer.

    I. The Warrant Agent will not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrant Certificates to be complied with by the Company.

    J. The Warrant Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys, agents or employees and the Warrant Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys, agents or employees or for any loss to the Company resulting
from such neglect or misconduct; PROVIDED, HOWEVER, that reasonable care
shall have been exercised in the selection and continued employment of such
attorneys, agents and employees.

                                       11
<PAGE>

    K. The Warrant Agent will not incur any liability or responsibility to
the Company or to any holder of any Warrant Certificate for any action taken,
or any failure to take action, in reliance on any notice, resolution, waiver,
consent, order, certificate, or other paper, document or instrument
reasonably believed by the Warrant Agent to be genuine and to have been
signed, sent or presented by the proper party or parties.

    L. The Warrant Agent will act hereunder solely as agent of the Company in
a ministerial capacity, and its duties will be determined solely by the
provisions hereof. The Warrant Agent will not be liable for anything which it
may do or refrain from doing in connection with this Agreement except for its
own gross negligence, bad faith or willful conduct.

Section 21.  CHANGE OF WARRANT AGENT

             The Warrant Agent may resign and be discharged from its duties
under this Agreement upon 30 days' prior notice in writing mailed, by
registered or certified mail, to the Company. The Company may remove the
Warrant Agent or any successor warrant agent upon 30 days' prior notice in
writing, mailed to the Warrant Agent or successor warrant agent, as the case
may be, by registered or certified mail. If the Warrant Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent and shall, within 15 days following
such appointment, give notice thereof in writing to each registered holder of
the Warrant Certificates. If the Company shall fail to make such appointment
within a period of 15 days after giving notice of such removal or after it
has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Warrant Agent, then the Company agrees to perform
the duties of the Warrant Agent hereunder until a successor Warrant Agent is
appointed. After appointment and execution of a copy of this Agreement in
effect at that time, the successor Warrant Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed; but the former Warrant
Agent shall deliver and transfer to the successor Warrant Agent, within a
reasonable time, any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Failure to give any notice provided for in this Section, however, or
any defect therein shall not affect the legality or validity of the
resignation or removal of the Warrant Agent or the appointment of the
successor warrant agent, as the case may be.

Section 22.  ISSUANCE OF NEW WARRANT CERTIFICATES

             Notwithstanding any of the provisions of this Agreement or the
several Warrant Certificates to the contrary, the Company may, at its option,
issue new Warrant Certificates in such form as may be approved by its Board
of Directors to reflect any adjustment or change in the Exercise Price or the
number or kind of shares purchasable under the several Warrant Certificates
made in accordance with the provisions of this Agreement.

Section 23.  NOTICES

             Notice or demand pursuant to this Agreement to be given or made
on the Company by the Warrant Agent or by the registered holder of any
Warrant Certificate shall be sufficiently given or made if sent by
first-class or registered mail, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent) as follows:

             GMX Resources Inc.
             One Benham Place, Suite 600
             9400 North Broadway
             Oklahoma City, Oklahoma 73114

             Subject to the provisions of Section 21, any notice pursuant to
this Agreement to be given or made by the Company or by the holder of any
Warrant Certificate to or on the Warrant Agent shall be sufficiently given or
made if sent by first-class or registered mail, postage prepaid, addressed
(until another address is filed in

                                       12
<PAGE>

writing by the Warrant Agent with the Company) as follows:

             UMB Bank, n.a.
             Securities Transfer Division
             P. O. Box 410064
             Kansas City, MO  64141

             Any notice or demand authorized to be given or made to the
registered holder of any Warrant Certificate under this Agreement shall be
sufficiently given or made if sent by first-class or registered mail, postage
prepaid, to the last address of such holder as it shall appear on the
registers maintained by the Warrant Agent.

Section 24.  MODIFICATION OF AGREEMENT

             The Warrant Agent may, without the consent or concurrence of the
Warrantholders, by supplemental agreement or otherwise, concur with the
Company in making any changes or corrections in this Agreement that the
Warrant Agent shall have been advised by counsel (who may be counsel for the
Company) are necessary or desirable to cure any ambiguity or to correct any
defective or inconsistent provision or clerical omission or mistake or
manifest error herein contained, or to make any other provisions in regard to
matters or questions arising hereunder and which shall not be inconsistent
with the provisions of the Warrant Certificates and which shall not adversely
affect the interests of the Warrantholders. As of the date hereof, this
Agreement contains the entire and only agreement, understanding,
representation, condition, warranty or covenant between the parties hereto
with respect to the matters herein, supersedes any and all other agreements
between the parties hereto relating to such matters, and may be modified or
amended only by a written agreement signed by both parties hereto pursuant to
the authority granted by the first sentence of this Section.

Section 25.  SUCCESSORS

             All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.

Section 26.  OKLAHOMA CONTRACT

             This Agreement and each Warrant Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Oklahoma
and for all purposes shall be construed in accordance with the laws of said
State.

Section 27.  TERMINATION

             This Agreement shall terminate as of the close of business on
the Expiration Date, or such earlier date upon which all Warrants shall have
been exercised or redeemed, except that the Warrant Agent shall account to
the Company as to all Warrants outstanding and all cash held by it as of the
close of business on the Expiration Date.

Section 28.  BENEFITS OF THIS AGREEMENT

             Nothing in this Agreement or in the Warrant Certificates shall
be construed to give to any person or corporation other than the Company, the
Warrant Agent, and their respective successors and assigns hereunder and the
registered holders of the Warrant Certificates any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent, their
respective successors and assigns hereunder and the registered holders of the
Warrant Certificates.

Section 29.  DESCRIPTIVE HEADINGS

                                       13
<PAGE>

             The descriptive headings of the several Sections of this
Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

Section 30.  COUNTERPARTS

             This Agreement may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.

             IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, all as of the day and year first above written.

GMX RESOURCES INC.



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

UMB Bank, n.a.


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








                                       14
<PAGE>

                                                                       EXHIBIT A

                VOID AFTER 5 P.M. PACIFIC TIME ON ________, 2006

                        WARRANTS TO PURCHASE COMMON STOCK


WA_____                    _________ Class A Warrants

                               GMX RESOURCES INC.

                                CUSIP 38011M 11 6


THIS CERTIFIES THAT


or registered assigns, is the registered holder of the number of Class A
Warrants ("Class A Warrants") set forth above. Each Class A Warrant entitles
the holder thereof to purchase from GMX RESOURCES INC., a corporation
incorporated under the laws of the State of Oklahoma ("Company"), subject to
the terms and conditions set forth hereinafter and in the Warrant Agreement
hereinafter more fully described (the "Warrant Agreement") referred to, at any
time on or before close of business on ________________ __, 2006 (the
"Expiration Date"), one fully paid and non-assessable share of Common Stock
Stock of the Company ("Common Stock") and one Class B Warrant upon
presentation and surrender of this Warrant Certificate, with the instructions
for the registration and delivery of Common Stock filled in, at the stock
transfer office in Kansas City, Missouri, of UMB Bank, n.a., Warrant Agent of
the Company ("Warrant Agent") or of its successor warrant agent or, if there
be no successor warrant agent, at the corporate offices of the Company, and
upon payment of the Exercise Price (as defined in the Warrant Agreement) and
any applicable taxes paid either in cash, or by certified or official bank
check, payable in lawful money of the United States of America to the order of
the Company. Each Class A Warrant initially entitles the holder to purchase
one share of Common Stock for $____ and, at any time after _________, 2002 and
prior to the Expiration Date, for $_____. The number and kind of securities or
other property for which the Class A Warrants are exercisable are subject to
further adjustment in certain events, such as mergers, splits, stock
dividends, recapitalizations and the like, to prevent dilution. All Class A
Warrants not theretofore exercised or redeemed will expire on the Expiration
Date.

             This Warrant Certificate is subject to all of the terms,
provisions and conditions of the Warrant Agreement, dated as of _________,
2001 ("Warrant Agreement"), between the Company and the Warrant Agent, to all
of which terms, provisions and conditions the registered holder of this
Warrant Certificate consents by acceptance hereof. The Warrant Agreement is
incorporated herein by reference and made a part hereof and reference is made
to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company
and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are available for inspection at the stock transfer office of the Warrant
Agent or may be obtained upon written request addressed to the Company at GMX
RESOURCES INC., One Benham Place, Suite 600, 9400 North Broadway, Oklahoma
City, Oklahoma 73114, Attention: Chief Financial Officer.

             The Company shall not be required upon the exercise of the Class
A Warrants evidenced by this Warrant Certificate to issue fractions of Class
A Warrants, Common Stock or other securities, but shall make adjustment
therefor in cash on the basis of the current market value of any fractional
interest as provided in the Warrant Agreement.

                                       i
<PAGE>

             In certain cases, the sale of securities by the Company upon
exercise of Class A Warrants would violate the securities laws of the United
States, certain states thereof or other jurisdictions. The Company has agreed
to use all commercially reasonable efforts to cause a registration statement
to continue to be effective during the term of the Class A Warrants with
respect to such sales under the Securities Act of 1933, and to take such
action under the laws of various states as may be required to cause the sale
of securities upon exercise to be lawful. However, the Company will not be
required to honor the exercise of Class A Warrants if, in the opinion of the
Board of Directors, upon advice of counsel, the sale of securities upon such
exercise would be unlawful. In certain cases, the Company may, but is not
required to, purchase Class A Warrants submitted for exercise for a cash
price equal to the difference between the market price of the securities
obtainable upon such exercise and the exercise price of such Class A Warrants.

             This Warrant Certificate, with or without other Certificates,
upon surrender to the Warrant Agent, any successor warrant agent or, in the
absence of any successor warrant agent, at the corporate offices of the
Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Class A Warrants as the
Warrant Certificate or Certificates so surrendered. If the Class A Warrants
evidenced by this Warrant Certificate shall be exercised in part, the holder
hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Certificates evidencing the number of Class A Warrants not so
exercised.

             No holder of this Warrant Certificate, as such, shall be
entitled to vote, receive dividends 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 for any purpose whatever, nor shall anything contained in
the Warrant Agreement or herein be construed to confer upon the holder of
this Warrant Certificate, as such, any of the rights of a stockholder of the
Company or any 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 (whether upon any matter submitted to stockholders at
any meeting thereof, or give or withhold consent to any merger,
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, conveyance or
otherwise) or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Warrant Agreement) or to receive
dividends or subscription rights or otherwise until the Class A Warrants
evidenced by this Warrant Certificate shall have been exercised and the
Common Stock purchasable upon the exercise thereof shall have become
deliverable as provided in the Warrant Agreement.

             If this Warrant Certificate shall be surrendered for exercise
within any period during which the transfer books for the Company's Common
Stock or other class of stock purchasable upon the exercise of the Class A
Warrants evidenced by this Warrant Certificate are closed for any purpose,
the Company shall not be required to make delivery of certificates for shares
purchasable upon such transfer until the date of the reopening of said
transfer books.

             Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:

    (a) this Warrant Certificate is transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement, and

    (b) the Company and the Warrant Agent may deem and treat the person in
whose name this Warrant Certificate is registered as the absolute owner
hereof (notwithstanding any notation of ownership or other writing thereon
made by anyone other than the Company or the Warrant Agent) for all purposes
whatever and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.

             The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise
of Class A Warrants evidenced by this Warrant Certificate until any tax which
may be payable in respect thereof by the holder of this Warrant Certificate
pursuant to the Warrant Agreement shall have been paid, such tax being
payable by the holder of this Warrant Certificate at the time of surrender.

                                       ii
<PAGE>

             This Warrant Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Warrant Agent.

             WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.

Dated:
                                          GMX RESOURCES  INC.



                                          By:
                                             -----------------------------
                                          Chief Executive Officer


                                          Attest:
                                                 -------------------------
                                          Secretary

Countersigned

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


By:
   -------------------------
   Authorized Officer

                                      iii
<PAGE>

                                                                       EXHIBIT B

                VOID AFTER 5 P.M. PACIFIC TIME ON ________, 2006

                        WARRANTS TO PURCHASE COMMON STOCK


WB_____                    _________ Class B Warrants

                               GMX RESOURCES INC.

                                  CUSIP _______


THIS CERTIFIES THAT


or registered assigns, is the registered holder of the number of Class B
Warrants ("Class B Warrants") set forth above. Each Class B Warrant entitles
the holder thereof to purchase from GMX RESOURCES INC., a corporation
incorporated under the laws of the State of Oklahoma ("Company"), subject to
the terms and conditions set forth hereinafter and in the Warrant Agreement
hereinafter more fully described (the "Warrant Agreement") referred to, at any
time on or before close of business on _______________ __, 2006 (the
"Expiration Date"), one fully paid and non-assessable share of Common Stock
Stock of the Company ("Common Stock") upon presentation and surrender of this
Warrant Certificate, with the instructions for the registration and delivery
of Common Stock filled in, at the stock transfer office in Kansas City,
Missouri, of UMB Bank, n.a., Warrant Agent of the Company ("Warrant Agent") or
of its successor warrant agent or, if there be no successor warrant agent, at
the corporate offices of the Company, and upon payment of the Exercise Price
(as defined in the Warrant Agreement) and any applicable taxes paid either in
cash, or by certified or official bank check, payable in lawful money of the
United States of America to the order of the Company. Each Class B Warrant
initially entitles the holder to purchase one share of Common Stock for $____.
The number and kind of securities or other property for which the Class B
Warrants are exercisable are subject to further adjustment in certain events,
such as mergers, splits, stock dividends, recapitalizations and the like, to
prevent dilution. All Class B Warrants not theretofore exercised or redeemed
will expire on the Expiration Date.

             This Warrant Certificate is subject to all of the terms,
provisions and conditions of the Warrant Agreement, dated as of _________,
2001 ("Warrant Agreement"), between the Company and the Warrant Agent, to all
of which terms, provisions and conditions the registered holder of this
Warrant Certificate consents by acceptance hereof. The Warrant Agreement is
incorporated herein by reference and made a part hereof and reference is made
to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company
and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are available for inspection at the stock transfer office of the Warrant
Agent or may be obtained upon written request addressed to the Company at GMX
RESOURCES INC., One Benham Place, Suite 600, 9400 North Broadway, Oklahoma
City, Oklahoma 73114, Attention: Chief Financial Officer.

             The Company shall not be required upon the exercise of the Class
B Warrants evidenced by this Warrant Certificate to issue fractions of Class
B Warrants, Common Stock or other securities, but shall make adjustment
therefor in cash on the basis of the current market value of any fractional
interest as provided in the Warrant Agreement.

             In certain cases, the sale of securities by the Company upon
exercise of Class B Warrants would violate the securities laws of the United
States, certain states thereof or other jurisdictions. The Company has agreed
to use

                                       i
<PAGE>

all commercially reasonable efforts to cause a registration statement to
continue to be effective during the term of the Class B Warrants with respect
to such sales under the Securities Act of 1933, and to take such action under
the laws of various states as may be required to cause the sale of securities
upon exercise to be lawful. However, the Company will not be required to
honor the exercise of Class B Warrants if, in the opinion of the Board of
Directors, upon advice of counsel, the sale of securities upon such exercise
would be unlawful. In certain cases, the Company may, but is not required to,
purchase Class B Warrants submitted for exercise for a cash price equal to
the difference between the market price of the securities obtainable upon
such exercise and the exercise price of such Class B Warrants.

             This Warrant Certificate, with or without other Certificates,
upon surrender to the Warrant Agent, any successor warrant agent or, in the
absence of any successor warrant agent, at the corporate offices of the
Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Class B Warrants as the
Warrant Certificate or Certificates so surrendered. If the Class B Warrants
evidenced by this Warrant Certificate shall be exercised in part, the holder
hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Certificates evidencing the number of Class B Warrants not so
exercised.

             No holder of this Warrant Certificate, as such, shall be
entitled to vote, receive dividends 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 for any purpose whatever, nor shall anything contained in
the Warrant Agreement or herein be construed to confer upon the holder of
this Warrant Certificate, as such, any of the rights of a stockholder of the
Company or any 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 (whether upon any matter submitted to stockholders at
any meeting thereof, or give or withhold consent to any merger,
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, conveyance or
otherwise) or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Warrant Agreement) or to receive
dividends or subscription rights or otherwise until the Class B Warrants
evidenced by this Warrant Certificate shall have been exercised and the
Common Stock purchasable upon the exercise thereof shall have become
deliverable as provided in the Warrant Agreement.

             If this Warrant Certificate shall be surrendered for exercise
within any period during which the transfer books for the Company's Common
Stock or other class of stock purchasable upon the exercise of the Class B
Warrants evidenced by this Warrant Certificate are closed for any purpose,
the Company shall not be required to make delivery of certificates for shares
purchasable upon such transfer until the date of the reopening of said
transfer books.

             Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:

    (a) this Warrant Certificate is transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement, and

    (b) the Company and the Warrant Agent may deem and treat the person in
whose name this Warrant Certificate is registered as the absolute owner
hereof (notwithstanding any notation of ownership or other writing thereon
made by anyone other than the Company or the Warrant Agent) for all purposes
whatever and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.

             The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise
of Class B Warrants evidenced by this Warrant Certificate until any tax which
may be payable in respect thereof by the holder of this Warrant Certificate
pursuant to the Warrant Agreement shall have been paid, such tax being
payable by the holder of this Warrant Certificate at the time of surrender.

             This Warrant Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Warrant Agent.

                                      ii
<PAGE>

             WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.

Dated:
                                         GMX RESOURCES  INC.



                                         By:
                                            -----------------------------
                                         Chief Executive Officer


                                         Attest:
                                                -------------------------
                                         Secretary

Countersigned

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




By:
   -------------------------
   Authorized Officer





                                      iii