EXHIBIT 10.5

                         REGISTRATION RIGHTS AGREEMENT

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                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered  into as of  ____________________,  2014,  between  T-REX Oil,  Inc.,  a
Colorado  corporation  (the  "Company"),  and each of the one or more Exchangors
signatory  hereto (each such Exchangor,  a "Exchangor"  and,  collectively,  the
"Exchangors").

         This  Agreement  is made  pursuant  to the  Exchange  Agreement,  dated
__________, between the Company and each Exchangor (the "Exchange Agreement").

         The Company and each Exchangor hereby agrees as follows:

1.       DEFINITIONS

         Capitalized  terms  used  and not  otherwise  defined  herein  that are
defined in the Exchange  Agreement or the agreements  delivered pursuant thereto
shall  have the  meanings  given such terms in the  Exchange  Agreement  or such
agreements.  As used in this  Agreement,  the  following  terms  shall  have the
following meanings:

         "Advice" shall have the meaning set forth in Section 6(d).

         "Effectiveness  Date" means,  with  respect to the Demand  Registration
Statement  required to be filed hereunder,  the 730th calendar day following the
date hereof (or, in the event of a "full  review" by the  Commission,  the 827th
calendar  day  following  the date  hereof) and with  respect to any  additional
Registration Statements which may be required pursuant to Section 3(c), the 60th
calendar day following the date on which an additional Registration Statement is
required to be filed hereunder; provided, however, that in the event the Company
is  notified  by the  Commission  that  one or  more of the  above  Registration
Statements  will not be reviewed or is no longer  subject to further  review and
comments,  the Effectiveness Date as to such Registration Statement shall be the
fifth Trading Day following the date on which the Company is so notified if such
date precedes the dates otherwise required above.

         "Effectiveness  Period"  shall  have the  meaning  set forth in Section
2(a).

         "Event" shall have the meaning set forth in Section 2(b).

         "Event Date" shall have the meaning set forth in Section 2(b).

         "Filing  Date"  means,  with  respect  to  the  Registration  Statement
required  hereunder,  the 180th calendar day following the date hereof and, with
respect to any Piggyback Registration  Statements which may be required pursuant
to Section 3(c),  the earliest  practical date on which the Company is permitted

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by SEC Guidance to file such  Registration  Statement related to the Registrable
Securities.

         "Holder" or "Holders" means the holder or holders,  as the case may be,
from time to time of Registrable Securities.

         "Indemnified Party" shall have the meaning set forth in Section 5(c).

         "Indemnifying Party" shall have the meaning set forth in Section 5(c).

         "Registration  Statement"  means the any  Registration  Statement filed
pursuant to this Agreement.

         "Shares" means a number of Registrable Securities held by Exchangors.

         "Losses" shall have the meaning set forth in Section 5(a).

         "Plan of  Distribution"  shall  have the  meaning  set forth in Section
2(a).

         "Prospectus" means the prospectus included in a Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated by the Commission  pursuant to
the Securities  Act), as amended or supplemented  by any prospectus  supplement,
with  respect to the terms of the  offering  of any  portion of the  Registrable
Securities  covered by a Registration  Statement,  and all other  amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

         "Registerable   Securities"  means  all  Exchange  Shares  issued  upon
exchange under the Agreement and Plan of Merger.

         "Registration  Statement" means the registration  statement required to
be filed hereunder and any additional  registration  statements  contemplated by
Section  3(c),   including  (in  each  case)  the  Prospectus,   amendments  and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or
any  similar  rule or  regulation  hereafter  adopted by the  Commission  having
substantially the same purpose and effect as such Rule.

         "Rule 424" means Rule 424 promulgated by the Commission pursuant to the

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Securities Act, as such Rule may be amended or interpreted from time to time, or
any  similar  rule or  regulation  hereafter  adopted by the  Commission  having
substantially the same purpose and effect as such Rule.

         "Selling Shareholder Questionnaire" shall have the meaning set forth in
Section 3(a).

         "SEC  Guidance"  means  (i)  any  publicly-available  written  or  oral
guidance,  comments,  requirements or requests of the Commission  staff and (ii)
the Securities Act.

2.       REGISTRATION

         (a) On or prior each Filing Date,  the Company  shall  prepare and file
with the Commission a Registration  Statement covering the resale of all or such
maximum  portion of the  Registrable  Securities  as  permitted  by SEC Guidance
(provided  that,  the Company  shall use diligent  efforts to advocate  with the
Commission  for  the  registration  of  all  of the  Registrable  Securities  in
accordance with the SEC Guidance,  including without  limitation,  the Manual of
Publicly Available Telephone  Interpretations D.29) that are not then registered
on  an  effective  Registration  Statement  for  an  offering  to be  made  on a
continuous  basis pursuant to Rule 415. The  Registration  Statement shall be on
Form  S-1 and  shall  contain  (unless  otherwise  directed  by at  least an 85%
majority in interest of the Holders)  substantially  the "Plan of  Distribution"
attached hereto as Annex A. Subject to the terms of this Agreement,  the Company
shall use its best  efforts to cause a  Registration  Statement  to be  declared
effective  under the  Securities  Act as promptly  as possible  after the filing
thereof, but in any event prior to the applicable  Effectiveness Date, and shall
use its best efforts to keep such Registration  Statement continuously effective
under the  Securities  Act  until all  Registrable  Securities  covered  by such
Registration   Statement   have  been  sold,  or  may  be  sold  without  volume
restrictions  pursuant  to Rule  144(b),  as  determined  by the  counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable to the Transfer  Agent and the affected  Holders (the  "Effectiveness
Period").   The  Company  shall  telephonically   request   effectiveness  of  a
Registration  Statement as of 5:00 p.m. New York City time on a Trading Day. The
Company shall  immediately  notify the Holders via facsimile or by e-mail of the
effectiveness  of a  Registration  Statement  on the same  Trading  Day that the
Company telephonically  confirms effectiveness with the Commission,  which shall
be the date requested for  effectiveness  of such  Registration  Statement.  The
Company  shall,  by 9:30 am.  New York  City time on the  Trading  Day after the
effective date of such Registration Statement,  file a final Prospectus with the
Commission  as  required by Rule 424.  Failure to so notify the Holder  within 1
Trading Day of such  notification  of  effectiveness  or failure to file a final
Prospectus as foresaid shall be deemed an Event under Section 2(b).

         (b) If: (i) the Registration  Statement is not filed on or prior to its
Filing Date (if the Company files the Registration  Statement  without affording
the  Holders  the  opportunity  to review and comment on the same as required by
Section  3(a) herein,  the Company  shall be deemed to have not  satisfied  this
clause (i)), or (ii) the Company fails to file with the Commission a request for
acceleration of a Registration Statement in accordance with Rule 461 promulgated
by the Commission  pursuant to the Securities  Act,  within five Trading Days of
the date that the  Company is  notified  (orally  or in  writing,  whichever  is

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earlier)  by  the  Commission  that  such  Registration  Statement  will  not be
"reviewed"  or will not be  subject  to further  review,  or (iii)  prior to the
effective  date  of a  Registration  Statement,  the  Company  fails  to  file a
pre-effective amendment and otherwise respond in writing to comments made by the
Commission  in respect of such  Registration  Statement  within 10 calendar days
after the  receipt  of  comments  by or  notice  from the  Commission  that such
amendment  is required in order for such  Registration  Statement to be declared
effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis
based on their Exchange of the Securities pursuant to the Exchange Agreement,  a
Registration  Statement registering for resale all of the Shares is not declared
effective  by  the  Commission  by  the   Effectiveness   Date  of  the  Initial
Registration  Statement,  or (v)  all  of the  Registrable  Securities  are  not
registered for resale pursuant to one or more effective Registration  Statements
on or before Sept 30, 2015, or (vi) after the effective  date of a  Registration
Statement,   such  Registration  Statement  ceases  for  any  reason  to  remain
continuously  effective  as to  all  Registrable  Securities  included  in  such
Registration  Statement,  or the Holders are  otherwise not permitted to utilize
the Prospectus therein to resell such Registrable  Securities,  for more than 10
consecutive  calendar  days or more than an aggregate of 15 calendar days (which
need not be  consecutive  calendar  days) during any  12-month  period (any such
failure or breach  being  referred to as an "Event,"  and for purposes of clause
(i), (iv) and (v) the date on which such Event occurs, and for purpose of clause
(ii) the date on which such five Trading Day period is exceeded, and for purpose
of clause (iii) the date which such 10 calendar day period is exceeded,  and for
purpose of clause (vi) the date on which such 10 or 15 calendar  day period,  as
applicable, is exceeded being referred to as "Event Date"), then, in addition to
any other rights the Holders may have hereunder or under applicable law, on each
such Event Date and on each monthly  anniversary of each such Event Date (if the
applicable  Event shall not have been cured by such date)  until the  applicable
Event is  cured,  the  Company  shall pay to each  Holder an amount in cash,  as
partial liquidated damages and not as a penalty, equal to 2.00% of the aggregate
Exchange  price paid by such Holder  pursuant to the Exchange  Agreement for any
unregistered  Registrable Securities then held by such Holder. The parties agree
that the Company shall not be liable for liquidated damages under this Agreement
with respect to any Warrants or Warrant Shares.  If the Company fails to pay any
partial  liquidated  damages  pursuant to this Section in full within seven days
after the date payable,  the Company will pay interest  thereon at a rate of 13%
per  annum  (or such  lesser  maximum  amount  that is  permitted  to be paid by
applicable  law) to the  Holder,  accruing  daily  from  the date  such  partial
liquidated  damages are due until such amounts,  plus all such interest thereon,
are paid in full. The partial  liquidated  damages  pursuant to the terms hereof
shall  apply on a daily pro rata basis for any  portion of a month  prior to the
cure of an Event.

3.       REGISTRATION PROCEDURES.

         In connection with the Company's  registration  obligations  hereunder,
the Company shall:

         (a) Not less than five (5)  Trading  Days  prior to the  filing of each
Registration Statement and not less than one (1) Trading Day prior to the filing
of any related  Prospectus or any amendment or supplement thereto (including any
document  that would be  incorporated  or deemed to be  incorporated  therein by

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reference),  the Company  shall (i)  furnish to each  Holder  copies of all such
documents  proposed to be filed,  which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the review of such
Holders,  and (ii) cause its officers  and  directors,  counsel and  independent
certified public accountants to respond to such inquiries as shall be necessary,
in the  reasonable  opinion of respective  counsel to each Holder,  to conduct a
reasonable  investigation  within the meaning of the Securities Act. The Company
shall not file a Registration Statement or any such Prospectus or any amendments
or  supplements  thereto to which the Holders of a majority  of the  Registrable
Securities shall reasonably object in good faith,  provided that, the Company is
notified of such  objection in writing no later than five (5) Trading Days after
the Holders have been so furnished copies of a Registration Statement or one (1)
Trading  Day after the  Holders  have been so  furnished  copies of any  related
Prospectus or amendments or supplements  thereto.  Each Holder agrees to furnish
to the Company a completed  questionnaire in the form attached to this Agreement
as Annex B (a "Selling Shareholder Questionnaire") not less than two (2) Trading
Days prior to the  Filing  Date or by the end of the fourth  (4th)  Trading  Day
following the date on which such Holder  receives draft  materials in accordance
with this Section.

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective  amendments,  to a Registration Statement and the Prospectus used
in  connection  therewith as may be necessary to keep a  Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period and prepare and file with the Commission  such  additional
Registration Statements in order to register for resale under the Securities Act
all of the  Registrable  Securities;  (ii) cause the  related  Prospectus  to be
amended or supplemented by any required  Prospectus  supplement  (subject to the
terms of this  Agreement),  and,  as so  supplemented  or  amended,  to be filed
pursuant to Rule 424;  (iii) respond as promptly as  reasonably  possible to any
comments  received from the Commission with respect to a Registration  Statement
or any amendment  thereto and provide as promptly as reasonably  possible to the
Holders  true  and  complete  copies  of  all  correspondence  from  and  to the
Commission relating to a Registration  Statement (provided that, the Company may
excise  any  information  contained  therein  which  would  constitute  material
non-public information as to any Holder which has not executed a confidentiality
agreement with the Company);  and (iv) comply in all material  respects with the
provisions  of the  Securities  Act and the  Exchange  Act with  respect  to the
disposition of all Registrable  Securities  covered by a Registration  Statement
during  the  applicable  period  in  accordance  (subject  to the  terms of this
Agreement)  with the intended  methods of disposition by the Holders thereof set
forth in such  Registration  Statement as so amended or in such Prospectus as so
supplemented.

         (c) The Exchangor shall have piggyback registration rights with respect
to the Registrable  Securities subject to the conditions set forth below. If the
Company  participates  (whether  voluntarily  or by reason of an obligation to a
third  party) in the  registration  of any shares of the  Company's  stock,  the
Company  shall give  written  notice  thereof to the Holder and the Holder shall
have the right,  exercisable  within ten (10) Trading Days after receipt of such

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notice,  to demand  inclusion  of all or a portion of the  Holder's  Registrable
Securities  in  such   registration   statement  (a   "Subsequent   Registration
Statement"),  without any cutbacks.  If the Holder exercises such election,  the
Registrable  Securities  so  designated  shall be included  in the  registration
statement  (without any  holdbacks)  at no cost or expense to the Holder  (other
than any commissions,  if any,  relating to the sale of Holder's  shares).  Each
Holder's  rights  under this Section  4(g)(i)  shall expire at such time as such
Holder can sell all of such Holder's remaining Registrable Securities under Rule
144 (as defined below) without volume or other restrictions or limit.

         (d) Notify the  Holders of  Registrable  Securities  to be sold  (which
notice shall,  pursuant to clauses (iii) through (vi) hereof,  be accompanied by
an instruction to suspend the use of the Prospectus until the requisite  changes
have been made) as promptly as reasonably  possible  (and, in the case of (i)(A)
below,  not less than one Trading Day prior to such filing) and (if requested by
any such  Person)  confirm  such notice in writing no later than one Trading Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to a  Registration  Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement;  and (C) acknowledgment  respect to a Registration
Statement or any post-effective  amendment,  when the same has become effective;
(ii) of any request by the Commission or any other federal or state governmental
authority  for  amendments  or  supplements  to  a  Registration   Statement  or
Prospectus  or  for  additional  information;  (iii)  of  the  issuance  by  the
Commission  or any other  federal or state  governmental  authority  of any stop
order suspending the effectiveness of a Registration  Statement  covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening  of any  Proceeding  for such purpose;  (v) of the occurrence of any
event or passage  of time that  makes the  financial  statements  included  in a
Registration Statement ineligible for inclusion therein or any statement made in
a Registration Statement or Prospectus or any document incorporated or deemed to
be  incorporated  therein by reference  untrue in any  material  respect or that
requires  any  revisions  to  a  Registration  Statement,  Prospectus  or  other
documents so that, in the case of a Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue  statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading;  and (vi) of the  occurrence or existence of any pending
corporate  development with respect to the Company that the Company believes may
be material and that, in the  determination of the Company,  makes it not in the
best interest of the Company to allow  continued  availability of a Registration
Statement or Prospectus,  provided that, any and all of such  information  shall
remain  confidential  to each Holder until such  information  otherwise  becomes
public,  unless  disclosure by a Holder is required by 1aw;  provided,  further,
that   notwithstanding   each  Holder's   agreement  to  keep  such  information
confidential, each such Holder makes no acknowledgment that any such information
is material, non-public information.

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         (e) Use its best  efforts  to avoid the  issuance  of,  or, if  issued,
obtain the withdrawal of (i) any order stopping or suspending the  effectiveness
of a Registration  Statement,  or (ii) any suspension of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

         (f) Furnish to each Holder, without charge, at least one conformed copy
of each  such  Registration  Statement  and each  amendment  thereto,  including
financial statements and schedules,  all documents  incorporated or deemed to be
incorporated  therein by reference to the extent  requested by such Person,  and
all exhibits to the extent requested by such Person  (including those previously
furnished  or  incorporated  by  reference)  promptly  after the  filing of such
documents with the Commission;  provided,  that any such item which is available
on the EDGAR system need not be furnished in physical form.

         (g) Subject to the terms of this Agreement, the Company hereby consents
to the use of such  Prospectus and each amendment or supplement  thereto by each
of the  selling  Holders  in  connection  with  the  offering  and  sale  of the
Registrable   Securities  covered  by  such  Prospectus  and  any  amendment  or
supplement  thereto,  except after the giving of any notice  pursuant to Section
3(d).

         (h) The Company shall cooperate with any broker-dealer  through which a
Holder proposes to resell its Registrable  Securities in effecting a filing with
the  FINRA  Corporate  Financing  Department  pursuant  to NASD  Rule  2710,  as
requested by any such Holder,  and the Company shall pay the filing fee required
by such filing within two (2) Business Days of request therefor.

         (i) Prior to any resale of Registrable  Securities by a Holder, use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption from the Registration or qualification) of such Registrable Securities
for the  resale  by the  Holder  under the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  reasonably  requests  in
writing,  to keep each  registration or qualification  (or exemption  therefrom)
effective  during the  Effectiveness  Period and to do any and all other acts or
things reasonably  necessary to enable the disposition in such  jurisdictions of
the Registrable  Securities  covered by each Registration  Statement;  provided,
that,  the Company shall not be required to qualify  generally to do business in
any jurisdiction  where it is not then so qualified,  subject the Company to any
material tax in any such jurisdiction  where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

         (j) If requested by a Holder, cooperate with such Holders to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which  certificates  shall be free,  to the  extent  permitted  by the  Exchange
Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such  denominations and registered in such names as any such Holder may
request.

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         (k) Upon the occurrence of any event  contemplated  by Section 3(d). as
promptly as reasonably possible under the circumstances  taking into account the
Company's good faith  assessment of any adverse  consequences to the Company and
its stockholders of the premature disclosure of such event, prepare a supplement
or amendment,  including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required document so
that,  as  thereafter  delivered,  neither  a  Registration  Statement  nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  If the Company  notifies the Holders in accordance with clauses
(iii)  through (vi) of Section  3(d) above to suspend the use of any  Prospectus
until the requisite  changes to such Prospectus have been made, then the Holders
shall suspend use of such  Prospectus.  The Company will use its best efforts to
ensure  that  the  use of  the  Prospectus  may be  resumed  as  promptly  as is
practicable.  The Company  shall be  entitled  to exercise  its right under this
Section  3(k) to  suspend  the  availability  of a  Registration  Statement  and
Prospectus,  subject  to the  payment of partial  liquidated  damages  otherwise
required  pursuant to Section 2(b),  for a period not to exceed 60 calendar days
(which need not be consecutive days) in any 12 month period.

         (l) Comply with all applicable rules and regulations of the Commission.

         (m) The  Company  may  require  each  selling  Holder to furnish to the
Company a  certified  statement  as to the  number  of  shares  of Common  Stock
beneficially  owned by such  Holder and,  if  required  by the  Commission,  the
natural  persons  thereof  that have  voting and  dispositive  control  over the
shares.  During any periods  that the Company is unable to meet its  obligations
hereunder with respect to the registration of the Registrable  Securities solely
because any Holder fails to furnish such  information  within three Trading Days
of the Company's request,  any liquidated damages that are accruing at such time
as to such  Holder only shall be tolled and any Event that may  otherwise  occur
solely  because of such delay shall be suspended  as to such Holder only,  until
such information is delivered to the Company.

4. REGISTRATION  EXPENSES.  All fees and expenses incident to the performance of
or compliance  with this  Agreement by the Company shall be borne by the Company
whether or not any  Registrable  Securities  are sold pursuant to a Registration
Statement.  The fees and expenses  referred to in the foregoing  sentence  shall
include,  without  limitation,  (i) all registration and filing fees (including,
without limitation, fees and expenses of the Company's counsel and auditors) (A)
with  respect to filings made with the  Commission,  (B) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  (C) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company in connection with

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Blue Sky qualifications or exemptions of the Registrable  Securities) and (D) if
not previously  paid by the Company in connection  with an Issuer  Filing.  with
respect  to any filing  that may be  required  to be made by any broker  through
which a Holder  intends to make sales of Registrable  Securities  with the FINRA
pursuant to NASD Rule 2710,  so long as the broker is  receiving  no more than a
customary  brokerage  commission  in  connection  with such sale.  (ii) printing
expenses (including,  without limitation,  expenses of printing certificates for
Registrable Securities),  (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company,  (v) Securities Act liability
insurance, if the Company so desires such insurance,  and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the  transactions  contemplated by this Agreement.  In addition,  the Company
shall be  responsible  for all of its internal  expenses  incurred in connection
with  the  consummation  of the  transactions  contemplated  by  this  Agreement
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties),  the expense of any annual
audit and the fees and expenses  incurred in connection  with the listing of the
Registrable  Securities on any securities exchange as required hereunder.  In no
event shall the Company be responsible for any broker or similar  commissions of
any Holder or, except to the extent provided for in the  Transaction  Documents,
any legal fees or other costs of the Holders.

5.       INDEMNIFICATION.

         (a) Indemnification by the Company. The Company shall,  notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Holder, the
officers,  directors,  members, partners. agents, brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees  (and any other Persons with a functionally  equivalent  role of a
Person holding such titles,  notwithstanding  a lack of' such title or any other
title) of each of them,  each Person who  controls  any such Holder  (within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act)
and  the  officers,  directors,  members,  shareholders,  partners,  agents  and
employees (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of
each such controlling Person, to the fullest extent permitted by applicable law,
from  and  against  any and all  losses,  claims,  damages,  liabilities,  costs
(including,  without  limitation,   reasonable  attorneys'  fees)  and  expenses
(collectively,  "Losses"),  as  incurred,  arising out of or relating to (1) any
untrue  or  alleged  untrue   statement  of  a  material  fact  contained  in  a
Registration  Statement,  any  Prospectus  or any form of  prospectus  or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged  omission of a material  fact required
to be stated therein or necessary to make the statements therein (in the case of
any Prospectus or supplement  thereto, in light of the circumstances under which
they were made) not misleading or (2) any violation or alleged  violation by the
Company of the Securities Act, the Exchange Act or any state  securities law, or
any rule or regulation  thereunder,  in connection  with the  performance of its
obligations under this Agreement,  except to the extent, but only to the extent,
that (i) such untrue  statements or omissions are based solely upon  information
regarding  such  Holder  furnished  in  writing to the  Company  by such  Holder
expressly  for use therein,  or to the extent that such  information  relates to

                                      -9-
<PAGE>

such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly  for  use  in a  Registration  Statement,  such  Prospectus  or in any
amendment  or  supplement  thereto  (it being  understood  that the  Holder  has
approved  Annex A hereto for this  purpose) or (ii) in the case of an occurrence
of an event of the type  specified  in Section  3(d)(iii)-(vi),  the use by such
Holder of an outdated or  defective  Prospectus  after the Company has  notified
such Holder in writing that the Prospectus is outdated or defective and prior to
the  receipt by such  Holder of the Advice  contemplated  in Section  6(d).  The
Company  shall  notify  the  Holders  promptly  of the  institution,  threat  or
assertion of any Proceeding  arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.

         (b)  Indemnification by Holders.  Each Holder shall,  severally and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  to the extent  arising out of or based solely upon: (x) such Holder's
failure to comply with the prospectus  delivery  requirements  of the Securities
Act or (y) any untrue or alleged  untrue  statement of a material fact contained
in any Registration Statement, any Prospectus, or in any amendment or supplement
thereto or in any preliminary  prospectus,  or arising out of or relating to any
omission or alleged omission of a material fact required to he stated therein or
necessary to make the statements  therein not misleading (i) to the extent,  but
only to the extent,  that such untrue  statement or omission is contained in any
information  so furnished in writing by such Holder to the Company  specifically
for inclusion in such  Registration  Statement or such Prospectus or (ii) to the
extent  that  such  information  relates  to such  Holder's  proposed  method of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder  expressly  for use in a  Registration  Statement  (it
being  understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or in any amendment or supplement thereto or (ii) in the case of
an occurrence of an event of the type specified in Section  3(d)(iii)-(vi),  the
use by such Holder of an outdated or defective  Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice  contemplated in Section 6(d).
In no event shall the  liability of any selling  Holder  hereunder be greater in
amount than the dollar  amount of the net proceeds  received by such Holder upon
the  sale of the  Registrable  Securities  giving  rise to such  indemnification
obligation.

         (c) Conduct of Indemnification  Proceedings. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall have the right to assume the defense thereof~ including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and
the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof;  provided,  that,  the  failure of any  Indemnified  Party to give such

                                      -10-
<PAGE>

notice  shall  not  relieve  the  Indemnifying   Party  of  its  obligations  or
liabilities pursuant to this Agreement.  except (and only) to the extent that it
shall  be  finally  determined  by a  court  of  competent  jurisdiction  (which
determination  is not  subject to appeal or further  review)  that such  failure
shall have prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such  Indemnified  Party  and  the  Indemnifying   Party,  and  counsel  to  the
Indemnified Party shall reasonably  believe that a material conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying  Party (in which case, if such  Indemnified  Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense  thereof and the reasonable  fees and expenses of no
more than one  separate  counsel  shall be at the  expense  of the  Indemnifying
Party).  The  Indemnifying  Party shall not be liable for any  settlement of any
such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed. No Indemnifying Party shall, without the prior
written consent of the Indemnified  Party,  effect any settlement of any pending
Proceeding  in respect of which any  Indemnified  Party is a party,  unless such
settlement includes an unconditional  release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

         Subject  to the  terms  of this  Agreement,  all  reasonable  fees  and
expenses of the Indemnified Party (including reasonable fees and expenses to the
extent  incurred in connection  with  investigating  or preparing to defend such
Proceeding in a manner not inconsistent  with this Section) shall be paid to the
Indemnified  Party,  as  incurred,  within ten  Trading  Days of written  notice
thereof to the Indemnifying Party;  provided,  that, the Indemnified Party shall
promptly  reimburse  the  Indemnifying  Party for that  portion of such fees and
expenses  applicable  to such  actions  for  which  such  Indemnified  Party  is
judicially determined not to be entitled to indemnification hereunder.

         (d) Contribution.  If the indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses,  then each  Indemnifying  Party shall contribute to the
amount  paid or payable by such  Indemnified  Party,  in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to

                                      -11-
<PAGE>

information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the  limitations set forth in this  Agreement,  any reasonable  attorneys' or
other fees or expenses  incurred by such party in connection with any Proceeding
to the extent such party would have been  indemnified  for such fees or expenses
if the indemnification  provided for in this Section was available to such party
in accordance with its terms.

         The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
net proceeds  actually  received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

         The indemnity and contribution agreements contained in this Section are
in  addition  to any  liability  that the  Indemnifying  Parties may have to the
Indemnified Parties.

6.       MISCELLANEOUS.

         (a) Remedies. In the event of a breach by the Company or by a Holder of
any of their  respective  obligations  under this Agreement,  each Holder or the
Company,  as the case may be. in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
shall be entitled to specific  performance  of its rights under this  Agreement.
The  Company  and each  Holder  agree that  monetary  damages  would not provide
adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event
of any action for specific  performance in respect of such breach,  it shall not
assert or shall waive the defense that a remedy at law would be adequate.

         (b)  No  Piggyback  on  Registrations;   Prohibition  on  Filing  Other
Registration  Statements.  Except as set forth on Schedule 6(b) attached hereto,
neither the Company nor any of its security  holders  (other than the Holders in
such  capacity  pursuant  hereto) may include  securities  of the Company in any
Registration Statements other than the Registrable Securities. The Company shall
not file any other registration  statements until all Registrable Securities are
registered  pursuant to a Registration  Statement that is declared  effective by
the  Commission,  provided that this Section 6(b) shall not prohibit the Company
from filing  amendments to  registration  statements  filed prior to the date of
this Agreement.

         (c)  Compliance.  Each Holder  covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to

                                      -12-
<PAGE>

it in connection with sales of Rcgistrable Securities pursuant to a Registration
Statement.

         (d)  Discontinued  Disposition.   By  its  acquisition  of  Registrable
Securities,  each Holder agrees that,  upon receipt of a notice from the Company
of the  occurrence  of any  event of the kind  described  in  Section  3(d)(iii)
through  (vi).  such  Holder  will  forthwith  discontinue  disposition  of such
Registrable  Securities  under a Registration  Statement  until it is advised in
writing (the "Advice") by the Company that the use of the applicable  Prospectus
(as it may have been  supplemented or amended) may be resumed.  The Company will
use its best efforts to ensure that the use of the  Prospectus may be resumed as
promptly as is practicable. The Company agrees and acknowledges that any periods
during  which the Holder is  required  to  discontinue  the  disposition  of the
Registrable  Securities  hereunder shall be subject to the provisions of Section
2(b).

         (e) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or consents to  departures  fi'om the  provisions  hereof may not be
given,  unless the same shall be in writing  and signed by the  Company  and the
Holders of a majority of the then outstanding Registrable Securities (including,
for this purpose any Registrable Securities issuable upon exercise or conversion
of any  Security).  If a  Registration  Statement  does not  register all of the
Registrable Securities pursuant to a waiver or amendment done in compliance with
the  previous  sentence,  then  the  number  of  Registrable  Securities  to  be
registered  for each Holder shall be reduced pro rata among all Holders and each
Holder shall have the right to  designate  which of its  Regisirable  Securities
shall  be  omitted  from  such  Registration   Statement.   Notwithstanding  the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates  exclusively  to the rights of a Holder or some Holders
and that does not directly or indirectly  affect the rights of other Holders may
be given by such Holder or Holders of all of the Registrable Securities to which
such waiver or consent relates;  provided,  however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the first sentence of this Section 6(f).

         (f) Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Exchange Agreement.

         (g) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign (except by merger) its rights or obligations  hereunder without the prior
written  consent  of all of the  Holders  of the  then  outstanding  Registrable
Securities.  Each Holder may assign  their  respective  rights  hereunder in the
manner and to the Persons as permitted under the Exchange Agreement.

         (h) No  Inconsistent  Agreements.  Neither  the  Company nor any of its
Subsidiaries has entered,  as of the date hereof,  no!' shall the Company or any
of its  Subsidiaries,  on or after the date of this  Agreement,  enter  into any
agreement  with  respect  to its  securities,  that  would  have the  effect  of
impairing  the rights  granted to the  Holders in this  Agreement  or  otherwise

                                      -13-
<PAGE>

conflicts  with the  provisions  hereof.  Except as set forth on Schedule  6(i),
neither the Company nor any of its Subsidiaries has previously  entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

         (i) Execution and  Counterparts.  This Agreement may be executed in two
or more  counterparts,  all of which when taken together shall he considered one
and the same agreement and shall become  effective when  counterparts  have been
signed by each party and delivered to the other party, it being  understood that
both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile  transmission or by e-mail delivery of a ."pdf' Format
data file,  such  signature  shall create a valid and binding  obligation of the
party  executing (or on whose behalf such  signature is executed)  with the same
force and effect as if such facsimile or ".pdf'  signature page were an original
thereof

         (j) Governing Law. All questions concerning the construction, validity,
enforcement  and  interpretation  of  this  Agreement  shall  be  determined  in
accordance with the provisions of the Exchange Agreement.

         (k) Cumulative  Remedies.  The remedies  provided herein are cumulative
and not exclusive of any other remedies provided by law.

         (l) Severability.  If any term,  provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  commercially  reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

         (m) Headings.  The headings in this Agreement are for convenience only,
do not  constitute a part of the  Agreement  and shall not be deemed to limit or
affect any of the provisions hereof.

         (n)  Independent  Nature  of  Holders'   Obligations  and  Rights.  The
obligations  of each  Holder  hereunder  are  several  and not  joint  with  the
obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the  performance of the  obligations of any other Holder  hereunder.
Nothing contained herein or in any other agreement or document  delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto,  shall be
deemed to  constitute  the Holders as a  partnership,  an  association,  a joint
venture or any other kind of entity,  or create a  presumption  that the Holders
are in any way  acting  in  concert  with  respect  to such  obligations  or the
transactions  contemplated by this  Agreement.  Each Holder shall be entitled to
protect and enforce its rights,  including without limitation the rights arising
out of this Agreement,  and it shall not be necessary for any other Holder to be
joined as an additional party in any proceeding for such purpose.

                                      -14-
<PAGE>



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


                                     T-REX OIL, INC.



                                     By:
                                        --------------------------------------
                                     Name:
                                          ------------------------------------
                                     Title: President & CEO


EXCHANGORS



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




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




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
















                                      -15-
<PAGE>

                                                                         ANNEX A


                              PLAN OF DISTRIBUTION

         Each Selling  Stockholder  (the "Selling  Stockholders")  of the common
stock and any of their pledgees,  assignees and successors-in-interest may, from
time to time,  sell any or all of their shares of common stock on the [principal
Trading Market] or any other stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

         o        ordinary brokerage  transactions and transactions in which the
                  broker-dealer solicits Exchangors;

         o        block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

         o        Exchanges by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

         o        an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement  of short sales  entered  into after the  effective
                  date of the registration statement of which this prospectus is
                  a part;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

         o        through the writing or  settlement of options or other hedging
                  transactions,   whether   through  an  options   exchange   or
                  otherwise;

         o        a combination of any such methods of sale; or

         o        any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933. as amended (the "Securities Act"), if available,  rather
than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer

                                      -1-
<PAGE>

acts as agent for the Exchangor of shares,  from the Exchangor) in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in  compliance  with  FINRA  NASD  Rule  2440;  and in the  case of a  principal
transaction a markup or markdown in compliance with NASD IM-2440.

         In connection  with the sale of the common stock or interests  therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions,  which may in turn engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  Exchanged  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding.  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the  registration of the shares.  The Company has agreed
to indemnify the Selling  Stockholders against certain losses,  claims,  damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery  requirements of the Securities Act including Rule 172  thereunder.  In
addition,  any  securities  covered by this  prospectus  which  qualify for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than under this  prospectus.  There is no  underwriter  or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

         We agreed to keep this  prospectus  effective  until the earlier of (i)
the date on which the shares may be resold by the Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all

                                      -2-
<PAGE>

of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the  distribution of the resale shares may not  simultaneously
engage in market  making  activities  with  respect to the common  stock for the
applicable  restricted  period,  as  defined  in  Regulation  M,  prior  to  the
commencement of the distribution.  In addition, the Selling Stockholders will be
subject  to  applicable  provisions  of the  Exchange  Act  and  the  rules  and
regulations  thereunder,  including  Regulation M, which may limit the timing of
Exchanges and sales of shares of the common stock by the Selling Stockholders or
any other  person.  We will  make  copies of this  prospectus  available  to the
Selling  Stockholders  and have  informed  them of the need to deliver a copy of
this prospectus to each Exchangor at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).




























                                      -3-
<PAGE>

                                                                         ANNEX B

                              [                   ]
                               -------------------
                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The  undersigned  beneficial  owner of common  stock (the  "Registrable
Securities")  of  T-REX  OIL,  Inc.,  a  Nevada   corporation  (the  "Company"),
understands  that the Company  has filed or intends to file with the  Securities
and  Exchange  Commission  (the  "Commission")  a  registration  statement  (the
"Registration  Statement") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the  "Securities  Act"),  of the Registrable
Securities,  in accordance with the terms of the  Registration  Rights Agreement
(the "Registration  Rights Agreement") to which this document is annexed. A copy
of the Registration  Rights Agreement is available from the Company upon request
at the address set forth below.  All  capitalized  terms not  otherwise  defined
herein  shall have the  meanings  ascribed  thereto in the  Registration  Rights
Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The  undersigned  beneficial  owner (the "Selling  Securityholder")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.


                                      -1-
<PAGE>



The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       Name.

         (a)      Full Legal Name of Selling Securityholder

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


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which Registrable Securities are held:

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

         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities covered by this
                  Questionnaire):


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

2.       ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

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

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

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

Telephone:
                 ---------------------------------------------------------------
Fax:
                ----------------------------------------------------------------
Contact Person:
                ----------------------------------------------------------------


                                      -2-
<PAGE>

3.       BROKER-DEALER STATUS:

         (a)      Are you a broker-dealer?

                                            Yes [_]           No [_]

         (b)      If "yes" to Section  3(a),  did you receive  your  Registrable
                  Securities as compensation for investment  banking services to
                  the Company?

                                            Yes [_]           No [_]

Note: If "no" to Section 3(b),  the  Commission's  staff has indicated  that you
should be identified as an underwriter in the Registration Statement.

         (c)      Are you an affiliate of a broker-dealer?

                                            Yes [_]           No [_]

         (d)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you Exchanged the Registrable  Securities in the ordinary
                  course of  business,  and at the time of the  Exchange  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                                            Yes [_]           No [_]

Note: If "no" to Section 3(d),  the  Commission's  staff has indicated  that you
should be identified as an underwriter in the Registration Statement.

4.       Beneficial  Ownership of Securities of the Company Owned by the Selling
         Securityholder.

Except as set forth below in this Item 4, the  undersigned is not the beneficial
or registered  owner of any  securities of the Company other than the securities
issuable pursuant to the Exchange Agreement.

         (a)      Type and Amount of other securities  beneficially owned by the
                  Selling Securityholder:

5.       Relationships with the Company:

Except as set forth below,  neither the  undersigned  nor any of its affiliates,
officers,  directors or principal  equity  holders  (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had

                                      -3-
<PAGE>

any  other  material  relationship  with the  Company  (or its  predecessors  or
affiliates) during the past three years.

State any exceptions here:

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

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

         The   undersigned   agrees  to  promptly  notify  the  Company  of  any
inaccuracies  or  changes  in the  information  provided  herein  that may occur
subsequent  to the date  hereof  at any time  while the  Registration  Statement
remains effective.

         By signing  below,  the  undersigned  consents to the disclosure of the
information  contained  herein  in its  answers  to  Items I  through  5 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Date:                                 Beneficial Owner:
     -----------------------                            ------------------------


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

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

T-Rex Oil, Inc.

c/o




                                      -4-