Exhibit
4.2

COMMON STOCK PURCHASE WARRANT

Hydrodynex, Inc.



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION
OF THE CORPORATION, TO BE EVIDENCED BY AN OPINIONOF THE WARRANT HOLDER'S
COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH
REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR
ASSIGNMENT.



THIS CERTIFIES that for good and valuable consideration received,
____________________, or a registered assignee (the Holder) is entitled, upon
the terms and subject to the conditions hereinafter set forth, to acquire from
HYDRODYNEX, INC., a Nevada corporation (the Corporation) ____________ shares
of fully paid and non-assessable shares, par value $0.001 common stock of the
Corporation (Warrant Stock) for $____ per share.

1.

Term of Warrant.

Subject to the terms and
conditions set forth herein, this Warrant shall be exercisable, in whole or in
part, at any time on or after the date hereof and at or prior to 11:59 p.m.,
Pacific Standard Time, on ___________  ___, 2011(the Expiration Time).

2.

Exercise of Warrant.

The purchase rights represented by this Warrant are exercisable by
the registered Holder hereof, in whole, at any time prior to the Expiration Date
by the surrender of this Warrant to the office of the Corporation, located at
230 Bethany Rd. #128, Burbank, CA, 91504 (or such other office or agency of the
Corporation as it may designate by notice in writing to the registered Holder
hereof at the address of such Holder appearing on the books of the Corporation).
 Whereupon the Holder of this Warrant shall be entitled to receive from the
Corporation a stock certificate in proper form representing the number of shares
of Warrant Stock so purchased.

3.

Issuance of Shares; No Fractional Shares of Scrip.

Certificates for shares purchased hereunder shall be delivered to
the Holder hereof by the Corporation's transfer agent at the Corporation's
expense within a reasonable time after the date on which this Warrant shall have
been exercised in accordance with the terms hereof.  Each certificate so
delivered shall be in such denominations as may be requested by the Holder
hereof and shall be registered in the name of such Holder or, subject to
applicable laws, such other name as shall be requested by the Holder.  The
Corporation hereby represents and warrants that all shares of Warrant Stock
which may be issued upon the exercise of this Warrant will, upon such exercise,
be duly and validly authorized and issued, fully paid and non-assessable and
free from all taxes, liens and charges in respect of the issuance thereof other
than liens or charges created by or imposed upon the Holder of the Warrant
Stock).  The Corporation agrees that the shares so issued shall be and will
be deemed to be issued to such Holder as the record owner of such shares as of
the close of business on the date on which this Warrant shall have been
surrendered for exercise in accordance with the terms hereof.  No
fractional shares or scrip representing fractional

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shares shall be issued upon the exercise of this Warrant.
 With respect to any fraction of a share called for upon the exercise of
this Warrant, an amount equal to such fraction multiplied by the then current
price at which each share may be purchased hereunder shall be paid in cash to
the Holder of this Warrant.

4.

Lock Up,
Registration Rights.



Pursuant to the terms of the Registration Rights Agreement signed
in conjunction with this Warrant, certain piggy-back registration rights apply
to the Warrant Stock with regard to any registration statement filed by the
Corporation.  The Corporation may, at the request of an underwriter, if
any, limit or exclude such Warrant Stock from a registration statement in
connection with a public offering, or impose on each Holder a so-called lock
up period in connection with a public offering, which lock-up period will not
exceed 12 months from the effective date of the registration statement for such
public offering.  In addition, the Company may exclude the Warrant Stock
from registration statements filed pursuant to an acquisition, merger or under
Form S-8, and, if such registration statement includes registrable securities of
certain selling stockholders who purchased such registrable securities in a
previous private placement, the Company may exclude the Warrant Stock from such
registration statement.  See the Registration Rights Agreement for a full
description of the piggy-back registration rights applicable to the Warrant
Stock and the limitations on such rights.

5.

Charges, Taxes and Expenses.

Issuance of certificates for shares of Warrant Stock upon the
exercise of this Warrant shall be made without charge to the Holder hereof for
any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the
Corporation, and such certificates shall be issued in the name of the Holder of
this Warrant or in such name or names as may be directed by the Holder of this
Warrant; provided, however, that in the event certificates for shares of Warrant
Stock are to be issued in a name other than the name of the Holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by an
Assignment Form to be provided by the Company duly executed by the Holder
hereof.

6.

No Rights as Shareholders.

This Warrant does not entitle the Holder hereof to any voting
rights or other rights as a shareholder of the Corporation prior to the exercise
hereof.

7.

Exchange and Registry of Warrant.

This Warrant is exchangeable, upon the surrender hereof by the
registered Holder at the above mentioned office or agency of the Corporation,
for a new Warrant of like tenor and dated as of such exchange.  The
Corporation shall maintain at the above-mentioned office or agency a registry
showing the name and address of the registered Holder of this Warrant.
 This Warrant may be surrendered for exchange, transfer or exercise, in
accordance with its terms, at such office or agency of the Corporation, and the
Corporation shall be entitled to rely in all respects, prior to written notice
to the contrary, upon such registry.

8.

Loss, Theft, Destruction or Mutilation of Warrant.

Upon receipt by the Corporation of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
and in case of loss, theft or destruction of indemnity or security reasonably
satisfactory to it, and upon reimbursement to the Corporation of all reasonable
expenses incidental thereto, and upon surrender and cancellation of this
Warrant, if mutilated, the Corporation will make and deliver a new Warrant of
like tenor and dated as of such cancellation, in lieu of this Warrant.

9.

Saturdays, Sundays and Holidays.

If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be aSaturday or a Sunday or that is a legal
holiday, then such action may be taken or such right may be exercised on the
nextsucceeding day not a Saturday, Sunday or legal holiday.

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10.

Merger, Sale of Assets, Etc.

If at any time the Corporation proposes to merge or consolidate
with or into any other corporation, effect any reorganization whereby the
Corporation will own less than 50% of the issued and outstanding shares, or
sells or conveys all or substantially all of its assets to any other entity,
then, as a condition of such reorganization, consolidation, merger, sale or
conveyance, the Corporation orits successor, as the case may be, shall
enter into asupplemental agreement to make lawful and adequate provision
whereby the Holder shall have the right to receive, upon exercise of the
Warrant, the kind and amount of equity securities which would have been received
upon such reorganization, consolidation, merger, sale or conveyance by a Holder
of a number of shares of common stock equal to the number of shares issuable
upon exercise of the Warrant immediately prior to such reorganization,
consolidation, merger, sale or conveyance.  If the property to be received
upon such reorganization, consolidation, merger, sale or conveyance is not
equity securities, the Corporation shall give the Holder of this Warrant ten
(10) business days prior written notice of the proposed effective date of such
transaction, and if this Warrant has not been exercised by or on the effective
date of such transaction, it shall terminate.

11.

Subdivision, Combination, Reclassification, Conversion,
Etc.

Ifthe Corporation at any time shall by subdivision,
combination, reclassification of securities or otherwise, change the Warrant
Stock into the same or a different number of securities of any class or classes,
this Warrant shall thereafter entitle the Holder to acquire such number and kind
of securities as would have been issuable in respect of the Warrant Stock (or
other securities which were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change) as the result of such change if this Warrant had been exercised in full
for cash immediately prior to such change.  The Exercise Price hereunder
shall be adjusted if and to the extent necessary to reflect such change.
 If the Warrant Stock or other securities issuable upon exercise hereof are
subdivided or combined into a greater or smaller number of shares of such
security, the number of shares issuable hereunder shall be proportionately
increased or decreased, as the case may be, and the Exercise Price shall be
proportionately reduced or increased, as the case may be, in both cases
according to the ratio which the total number of shares of such security to be
outstanding immediately after such event bears to the total number of shares of
such security outstanding immediately prior to such event.  The Corporation
shall give the Holder prompt written notice of any change in the type of
securities issuable hereunder, any adjustment of the Exercise Price for the
securities issuable hereunder, and any increase or decrease in the number of
shares issuable hereunder.

12.

Transferability;Compliance with
Securities Laws.

(a)

This Warrant may not be transferred or assigned in whole or in
part without compliance with all applicable federal and state securities laws by
the transferor and transferee (including the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Corporation, if requested by the Corporation).  Subject to such
restrictions, prior to the Expiration Time, this Warrant and all rights
hereunder are transferable by the Holder hereof, in whole or in part, at the
office or agency of the Corporation referred to in Section 2 hereof.  Any
such transfer shall be made in person or by the Holder's duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form
attached hereto properly endorsed.

(b)

The Holder of this Warrant, by acceptance hereof, acknowledges
that this Warrant and the Warrant Stock issuable upon exercise hereof are being
acquired solely for the Holder's own account and not as a nominee for any other
party, and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except under circumstances that will not result in a violation
of the Securities Act of 1933, as amended, or any state securities laws.
 Upon exercise of this Warrant, the Holder shall, if requested by the
Corporation, confirm in writing, in a form satisfactory to the Corporation, that
the shares of Warrant Stock so purchased are being acquired solely for Holder's
own account and not as a nominee for any other party, for investment, and not
with a view toward distribution or resale.

(c)

The Warrant Stock has
not been and will not be registered under the Securities Act of 1933, as
amended, and this Warrant may not be exercised except by the original purchaser
of this Warrant from the Corporation.  Each certificate representing the
Warrant Stock or other securities issued in respect of the Warrant

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Stock upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall be stamped or otherwise imprinted
with a legend substantially in the following form (in addition to any legend
required under applicable securities laws):



THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH SHARES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE SALE OR
TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
SAID ACT.

13.

Representations and Warranties.

The Corporation hereby represents and warrants to the Holder
hereof that:

(a)

during the period this Warrant is outstanding, the Corporation
will reserve from its authorized and unissued common stock a sufficient number
of shares to provide for the issuance of Warrant Stock upon the exercise of this
Warrant;

(b)

the issuance of this Warrant shall constitute full authority to
the Corporation's officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the shares of
Warrant Stock issuable upon exercise of this Warrant;

(c)

the Corporation has all requisite legal and corporate power to
execute and deliver this Warrant, to sell and issue the Warrant Stock hereunder,
and to carry out and perform its obligations under the terms of this Warrant;
and

(d)

all corporate action on the part of the Corporation, its directors
and stockholders necessary for the authorization, execution, delivery and
performance of this Warrant by the Corporation, the authorization, sale,
issuance and delivery of the Warrant Stock, the grant of registration rights as
provided herein and the performance of the Corporation's obligations hereunder
has been taken;

(e)

the Warrant Stock, when issued in compliance with the provisions
of this Warrant and the Corporation's Articles of Incorporation (as they may be
amended from time to time), will be validly issued, fully paid and
non-assessable, and free of all taxes, liens or encumbrances with respect to the
issue thereof, and will be issued in compliance with all applicable federal and
state securities laws; and

(d)

the issuance of the
Warrant Stock will not be subject to any preemptive rights, rights of first
refusal or similar rights.

14.

Corporation Good Faith.

The Corporation will not, by amendment of its Articles of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities or
any other action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may be necessary or appropriate
in order to protect the rights of the Holder of the Warrant against
impairment.

15.

Governing Law.

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

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IN WITNESS WHEREOF, the
Corporation has caused this Warrant to be executed by its duly authorized
officers.



Dated:
 ____________  ____, 2008



HYDRODYNEX,
INC.



By:___________________________________

Jerod
Edington, President



By:__________________________________

Agreed to by Warrantholder



Name:_______________________________



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NOTICE OF
EXERCISE



To:

Hydrodynex, Inc.

230
Bethany Rd. #128

Burbank, CA 91504



(1)

The undersigned hereby elects to purchase ______________ shares of
common stock of Hydrodynex, Inc. at $1.00 per share, pursuant to the terms of
the attached Warrant and tenders herewith payment of the purchase price in full,
together with all applicable transfer taxes, if any.

(2)

In exercising this
Warrant, the undersigned hereby confirms and acknowledges that the shares of
common stock to be issued upon exercise hereof are being acquired solely for the
account of the undersigned and not as a nominee for any other party, and for
investment and that the undersigned will not offer, sell or otherwise dispose of
any such shares of common stock except under circumstances that will not result
in a violation of the Securities Act of 1933, as amended, or any state
securities laws.



(3)

Please issue a certificate or certificates representing said
shares of common stock in the name of the undersigned or in such other name as
is specified below:



______________________________________

(Name)



______________________________________

(Address)



(4)

The undersigned
represents that (a) he, she or it is the original purchaser from the Corporation
of the attached Warrant or an 'accredited investor' within the meaning of Rule
501(a) under the Securities Act of 1933, as amended and (b) the aforesaid shares
of common stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares.



Date:__________________________









______________________________

(Signature)



______________________________

(Name)



______________________________

(Phone)