EXHIBIT 10.9

                                  WARRANT FORM
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                                                            WARRANT NO. ________

                                 T-REX OIL, INC.


THE  SECURITIES  REPRESENTED  HEREBY AND THE  SECURITIES  ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933,
AS AMENDED (THE "U.S.  SECURITIES ACT") OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES.  THE HOLDER HEREOF,  BY PURCHASING SUCH  SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH  SECURITIES  MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED,  DIRECTLY OR INDIRECTLY, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT
TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION  REQUIREMENTS  OF THE U.S.  SECURITIES  ACT AND,  IN EACH CASE,  IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


                         COMMON STOCK PURCHASE WARRANTS

                  THIS AGREEMENT, is effective as of  ___________________,  20__
by and between T-Rex Oil, Inc., a Colorado corporation at 520 Zang Suite 250 St.
Broomfield, Colorado 80021 (the "Company"), and ____________________________(the
"WARRANT HOLDER"):

                  WHEREAS,  the  Company has  entered  into a Purchase  and Sale
Agreement,  effective as of ______________________,  20__, to acquire an oil and
gas lease commonly described as the  _________________  Lease and related assets
located in the State of _____________, the ("_______________ Lease"); and

                  WHEREAS,  the  Company  has  agreed  to grant  Warrant  Holder
_____________  warrants  with an  exercise  price of  $____________  as  partial
payment for the purchase price of the ____________ Lease.

                  NOW,  THEREFORE,  in consideration of the foregoing and of the
mutual covenants herein contained and other good and valuable consideration, the
parties hereto hereby agree as follows:

                  1. GRANT OF WARRANTS. The Company hereby grants to the Warrant
Holder the right to  purchase  _____________  shares of the Common  Stock of the
Company,  par value $.001 per share ("COMMON STOCK"),  at the Exercise Price set
forth below,  at any time from the date hereof through the Expiration  Date (the
"WARRANTS").

     2.  EXERCISE  PRICE.  The  price of each  share of Common  Stock  purchased
pursuant to this Warrant shall be $__________ per share (the "EXERCISE PRICE").

     3. MANNER OF EXERCISE.  (a) The Warrant Holder may exercise the Warrant (to
the extent it is then  exercisable),  in whole or in part,  with  respect to any
whole  number of shares of Common  Stock  subject to the  Warrants.  The Warrant
Holder shall exercise the Warrants by giving the Company  written  notice,  in a
form  prescribed by the Company.  Such notice shall specify the number of shares
of Common Stock to be purchased and shall be accompanied by payment,  in cash or
certified  check or by official  bank check,  of an amount equal to the Exercise
Price  multiplied  by the  number of shares  as to which the  Warrants  is being

<PAGE>

exercised. (b) Warrant Holder shall have the right to effect a cashless exercise
of this Warrant,  in whole or in part, by providing notice to the Company of its
election of a cashless  exercise and  specifying  the number of shares of Common
Stock to be  purchased,  upon which the Company will issue  Warrant  Holder that
number of shares of Common Stock equal to the quotient  obtained by dividing (x)
the product of the number of shares of Common Stock  underlying  the Warrant (or
portion  thereof),  multiplied by the difference  between the Exercise Price and
the "Fair Market Value" (as defined below) by (y) the Fair Market Value.  In the
event of a partial exercise of this Warrant, a substitute  Warrant  representing
the number of shares of Common Stock which were not  acquired  upon the exercise
of the Warrant shall be issued to the Warrant Holder.  Upon a cashless  exercise
of the  Warrant  pursuant to  subsection  (b)  hereof,  the  holding  period for
purposes  of Rule 144 shall tack back to the  original  date of  issuance of the
Warrant.

     For  purposes of this  Section 3, the Fair Market Value of shares of Common
Stock delivered upon exercise of the Warrant shall (i) if "publicly  traded" (as
defined below), be valued at the highest closing price of the securities for the
ten (10)  trading day period  ending on the trading day prior to the delivery to
the Company of an exercise  notice by the Warrant Holder or (ii) if not publicly
traded, be valued in good faith by the Board of Directors of the Company,  which
shall be at least equal to the highest price in which the Company  issued Common
Stock to third party  purchasers  during the 12 months preceding the date of the
exercise notice.  "Publicly traded" means a security which is listed or admitted
to unlisted trading privileges on a national  securities exchange or as to which
sales or bid and offer quotations are reported in the automated quotation system
("NASDAQ") operated by the National  Association of Securities Dealers,  Inc. or
by either  the OTC  Markets  Group,  Inc.  or the OTC  Bulletin  Board if not so
reported by NASDAQ.

     4. DELIVERY OF STOCK  CERTIFICATE.  As soon as practicable after receipt of
the notice  and/or  payment  referred to in Section 3 above,  the Company  shall
deliver to the  Warrant  Holder a  certificate  or  certificates  for the Common
Stock; provided, however, that the time of such delivery may be postponed by the
Company for such period of time as the Company may require for  compliance  with
any law,  rule or  regulation  applicable to the issuance or transfer of shares.
The certificate or certificates representing the shares as to which the Warrants
has  been  exercised  shall  bear  an  appropriate   legend  setting  forth  any
restrictions applicable to such shares.

     5. PIGGYBACK REGISTRATION RIGHTS. Whenever the Company proposes to register
any shares of its Common Stock under the Securities Act of 1933 (the "Securities
Act")  (other  than a  registration  effected  solely to  implement  an employee
benefit  plan),  whether  for its own  account or for the account of one or more
stockholders of the Company, the Company shall give prompt written notice to the
Warrant Holder of its intention to file such a registration statement, and shall
include in such a registration statement all shares of Common Stock with respect
to which the  Company has  received  written  requests  for  inclusion  from the
Warrant Holder.

     6. ASSURANCES. Prior to or concurrently with delivery by the Company to the
Warrant Holder of a certificate(s)  representing  such Common Stock, the Warrant
Holder shall,  if the Common Stock is not registered  under the Securities  Act,
give assurance reasonably  satisfactory to the Company that such Common Stock is
being  purchased for  investment  (unless such  assurance is not  necessary,  as
determined by the Company) and not with a view to the distribution thereof other
than in compliance with the registration provisions of the Securities Act or any
exemption therefrom,  and the Warrant Holder shall give such other assurance and
take such  other  action  as the  Company  shall  reasonably  require  to secure
compliance  with any law,  rule or  regulation  applicable  to the  issuance  of
shares.

     7.  EXPIRATION  OF  WARRANTS.  The  Warrants  and all rights of the Warrant
Holder to purchase  shares of Common Stock  hereunder  shall expire on the _____
anniversary  of the  Closing (as such term is defined in the  Purchase  and Sale
Agreement) (the "Expiration Date").

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     8.  NOTICE.  All  notices,  request,  demands,  waivers and  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
delivered  in  person or  mailed,  certified  or  registered  mail with  postage
prepaid, or sent by facsimile, as follows:

        (a)       If to Company, to it at:

                  T-Rex Oil, Inc.
                  520 Zang Street
                  Broomfield, CO 80021

                  If to Warrant Holder, to:





or to such  other  address as either  party  hereto  shall  specify by notice in
writing to the other party in accordance  with this  Section.  All such notices,
requests,  demands,  waivers  and  communications  shall be  deemed to have been
received  on the date  when  given  unless  mailed,  in which  case on the third
business day after the mailing.

     9. ADJUSTMENT. If the Company at any time shall, (i) by reclassification or
exchange of  securities or otherwise,  change all of the  outstanding  shares of
Common  Stock into the same or a  different  number of  securities  of any other
class or  classes,  (ii)  subdivide  or split its Common  Stock into a larger or
smaller number of outstanding Common Stock, (iii) make, issue, fix a record date
for or pay a dividend or other  distribution in Common Stock or other securities
with respect to the Common Stock (or any shares of stock or other  securities at
the time  issuable  upon  exercise of the  Warrants)  or (iv) any other  capital
reorganization  of  the  capital  stock  of  the  Company,  the  Warrants  shall
thereafter  represent the right to acquire such number and kind of securities as
would have been issuable  hereunder had the Warrant Holder  exercised its rights
with  respect to all of the  Common  Stock then  represented  by these  Warrants
immediately  prior to such action set forth in (i)-(iv) and the  exercise  price
shall be adjusted accordingly.

     10. NO  STOCKHOLDER  RIGHTS.  The Warrant  Holder shall have no rights as a
stockholder with respect to shares of Common Stock subject to the Warrants until
payment for such  shares  shall have been made in full and until the date of the
issuance of stock certificates for such shares.

     11. CHANGE OF CONTROL. In case of any capital reorganization of the capital
stock of the Company  (other than a  combination,  stock  split,  reverse  stock
split, reclassification or subdivision of shares otherwise provided for herein),
or any merger or consolidation of the Company with or into another  corporation,
or the sale of all or substantially all the assets of the Company,  then, and in
each such case as a part of such reorganization,  merger, consolidation, sale or
transfer,  lawful  provision  shall be made so that  the  Warrant  Holder  shall
thereafter  be entitled to receive  upon  exercise of these  Warrants  until the
Expiration  Date and upon  payment of the  Exercise  Price (or  exercise  of the
Warrant  Holder's  cashless  exercise  option),  the  number  of shares or other
securities  or  property  of  the  successor  corporation  resulting  from  such
reorganization,  merger,  consolidation,  sale or transfer  that a holder of the
Common  Stock  deliverable  upon  exercise  of these  Warrants  would  have been
entitled  to  receive in such  reorganization,  consolidation,  merger,  sale or
transfer  if  these  Warrants  had  been  exercised   immediately   before  such
reorganization,  merger, consolidation, sale or transfer, all subject to further
adjustment as provided in this SECTION 11.

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     12.  NONTRANSFERABILITY.  The Warrants is not  transferable,  other than by
will or the laws of descent and distribution,  and may be exercised,  during the
lifetime  of the  Warrant  Holder  only by the  Warrant  Holder,  or the Warrant
Holder's  guardian or legal  representative.  The term  "Warrant  Holder"  shall
include any person having rights to exercise the Warrants under the Plan. In the
event  of any  attempt  by the  Warrant  Holder  to  transfer,  assign,  pledge,
hypothecate  or  otherwise  dispose of the  Warrants or of any right  hereunder,
except as provided  for herein,  or in the event of the levy of any  attachment,
execution or similar process upon the rights or interest hereby  conferred,  the
Company may terminate the Warrants by notice to the Warrant  Holder and it shall
thereupon become null and void.

     13. RIGHT OF FIRST REFUSAL.  In the event Warrant Holder  proposes to sell,
pledge or otherwise  transfer to a third party any Common Stock  acquired  under
this Agreement,  or any interest in such Common Stock,  and the Company,  or any
successor,  is not then  required  to file  reports  pursuant  to  Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  then the
Company  shall have a ten day right of first refusal with respect to such Common
Stock on the same terms offered to such third party.

     14. LOCK-UP AGREEMENT. The Warrant Holder agrees that in connection with an
underwritten  public offering of Common Stock, upon the request of the principal
underwriter  managing  such public  offering,  this  Warrants  and the shares of
Common  Stock  subject  to the  Warrants  may not be sold,  offered  for sale or
similar  financial  effect or  otherwise  disposed of without the prior  written
consent  of  such  underwriter  for a  period  of  up  to  180  days  after  the
effectiveness  of the  Registration  Statement  filed in  connection  with  such
offering;  provided the Company's officers,  directors and 5% shareholders agree
to be similarly  bound.  The Warrant  Holder further agrees to sign such further
documents  which the Warrant  Holder is  requested  to sign to give this Section
effect. The lock-up agreement established pursuant to this Section 14 shall have
perpetual duration.

     15.  CHOICE OF LAW. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State of Colorado.

                            [SIGNATURE PAGE FOLLOWS]



































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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

T-REX OIL, INC.



By:
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Name: Donald Walford
Title:  CEO



WARRANT HOLDER


BY:
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