EXHIBIT 4.1 WARRANT AGREEMENT



                                WARRANT AGREEMENT

     THIS WARRANT  AGREEMENT  (this  "Agreement") is made and entered into as of
June  28,  2001,  between  BETA  OIL "$amp;" GAS,  INC.,  a  Nevada  corporation  (the
"Company")  and the person  identified  on the  signature  page  (hereafter  the
"Holder").

                                 R E C I T A L S

     WHEREAS,  the Company  proposes to issue to the Holder  1,250 "A"  warrants
(the "A  Warrants")  and 1,250 "B" warrants  (the "B  Warrants")  for each 5,000
shares of 8% Convertible Preferred Stock of the Company (the "Preferred Shares")
purchased by Holder.  The A Warrants and the B Warrants are together referred to
herein as the "Warrants."  Each Warrant  entitles the holder thereof to purchase
one share of Common Stock, $0.001 par value, of the Company (the "Shares" or the
"Common Stock") at an exercise price of $9.25 per Share (the "Exercise  Price");
and


     WHEREAS,  the  Warrants  which are the  subject of this  Agreement  will be
issued by the Company to Holder in  connection  with an investment by the Holder
pursuant to a private offering by the Company of Units,  each Unit consisting of
one Preferred Share and one-half of one Warrant (the  "Offering"),  as described
in the Company's  Confidential Private Placement Memorandum dated March 20, 2001
(the "Memorandum").


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

                                A G R E E M E N T

     1. Warrant Certificates.  The warrant certificates to be delivered pursuant
to this Agreement (the "Warrant Certificates") shall be in the form set forth in
Exhibit A and  Exhibit  B,  attached  hereto and made a part  hereof,  with such
appropriate variations as are required or permitted by this Warrant Agreement.

     2. Right to Exercise Warrants.  Each Warrant may be exercised from the date
of this Agreement until 11:59 P.M. (Central time) on the date that is five years
after the date of this  Agreement  (the  "Expiration  Date").  Each  Warrant not
exercised on or before the Expiration Date shall expire.

     Each A Warrant and each B Warrant shall entitle its holder to purchase from
the  Company  one  share  of  Common  Stock at the  Exercise  Price  subject  to
adjustment as set forth below.

     The Company  shall not be required  to issue  fractional  shares of capital
stock upon the exercise of this Warrant or to deliver Warrant Certificates which
evidence  fractional  shares of capital stock. In the event that a fraction of a
Share would, except for the provisions of this paragraph 2, be issuable upon the
exercise of this Warrant, or if a Warrant Certificate would otherwise evidence a
fraction of a Warrant,  the fraction  shall be rounded up or down to the nearest
whole number.

     3. Mutilated or Missing  Warrant  Certificates.  In case any of the Warrant
Certificates  shall  be  mutilated,  lost,  stolen  or  destroyed  prior  to its
expiration  date,  the  Company  shall  issue  and  deliver,   in  exchange  and
substitution for and upon cancellation of the mutilated Warrant Certificate,  or
in lieu of and in  substitution  for the  Warrant  Certificate  lost,  stolen or
destroyed,  a  new  Warrant  Certificate  of  like  tenor  and  representing  an
equivalent right or interest. The Company may, at its discretion, require Holder
to furnish a bond or to agree to indemnify  Company  against loss in the event a
lost or missing Warrant Certificate is later presented to the Company.

     4.  Reservation  of Shares.  The Company will at all times reserve and keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued Shares or its authorized and issued Shares held in its treasury for
the  purpose of  enabling  it to satisfy  its  obligation  to issue  Shares upon
exercise of Warrants, the full number of Shares deliverable upon the exercise of
all outstanding Warrants.

     The Company  covenants that all Shares which may be issued upon exercise of
Warrants will be validly issued, fully paid and nonassessable outstanding Shares
of the Company.

     5. Rights of Holder.  The Holder shall not, by virtue of anything contained
in this Warrant  Agreement or otherwise,  prior to exercise of this Warrant,  be
entitled to any right  whatsoever,  either in law or equity, as a stockholder of
the Company,  including without limitation, the right to receive dividends or to
vote or to  consent  or to  receive  notice as a  shareholder  in respect of the
meetings of  shareholders  or the  election of  directors  of the Company of any
other matter.

     6.  Callability.  The A Warrants are callable at the option of the Company,
on and  after  the date  that the  Company's  Common  Stock  has  traded  on any
exchange,  including the NASD  Bulletin  Board,  at a Market  Price,  as defined
below, at 150% of the Exercise Price for any ten (10) trading days.

     The B Warrants are callable at the option of the Company,  on and after the
date that the Company's  Common Stock is traded on any  exchange,  including the
NASD  Bulletin  Board,  at a Market  Price,  as  defined  below,  at 175% of the
Exercise Price for any ten (10) days.

     The Market  Price shall be the highest  bid price of the Common  Stock,  as
reported by the National  Association of Securities Dealers Automated  Quotation
System, or the highest reported sales price in the  over-the-counter  market, or
in the event the Common  Stock is listed on a stock  exchange,  the Market Price
per share shall be the closing  price on the  exchange,  as reported in the Wall
Street Journal.

     7. Investment  Intent.  Holder  represents and warrants to the Company that
Holder is  acquiring  the  Warrants  for  investment  and with no  intention  of
distributing  or reselling  any of the  Warrants,  or any of the Company  Common
Stock acquired upon exercise of a Warrant.

     8.  Certificates  to Bear  Language.  The Warrants and the  certificate  or
certificates therefor shall bear the following legend by which each holder shall
be bound:

     "THE  WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  AND THE SHARES OF COMMON
STOCK  (OR  OTHER  SECURITIES)  ISSUABLE  UPON  EXERCISE  THEREOF  HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933.  THE  SHARES  MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR TRANSFERRED IN THE ABSENCE OF
SUCH  REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM  REGISTRATION
UNDER SUCH ACT IS AVAILABLE."

     The Shares and the  certificate  or  certificates  evidencing  any  Company
Common Stock shall bear the following legend:

     "THE SHARES (OR OTHER SECURITIES)  REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."

     Certificates  for  Warrants  without  such  legend  shall be issued if such
warrants or shares are sold  pursuant  to an  effective  registration  statement
under the  Securities  Act of 1933 (the "Act") or if the Company has received an
opinion from counsel  reasonably  satisfactory to counsel for the Company,  that
such legend is no longer required under the Act.

     9.  Registration  Rights.  The Company shall commence  registration  of the
Shares underlying the Warrants within one (1) year of the offering, as described
in the Memorandum.

     10. Adjustment of Number of Shares and Class of Capital Stock  Purchasable.
The Number of Shares and Class of Capital Stock  purchasable  under this Warrant
Agreement  are  subject  to  adjustment  from  time to time as set forth in this
Section.

           (a)      Adjustment for Change in Capital Stock.  If the Company:


                    (i)  pays a dividend or makes a  distribution  on its Common
                         Stock, in each case, in shares of its Common Stock;

                    (ii) subdivides its outstanding  shares of Common Stock into
                         a greater number of shares;

                    (iii)combines its outstanding  shares of Common Stock into a
                         smaller number of shares;

                    (iv) makes a  distribution  on its Common Stock in shares of
                         its capital stock other than Common Stock; or

                    (v)  issues  by  reclassification  of its  shares  of Common
                         Stock any shares of its capital stock;

then the number and classes of shares purchasable upon exercise of each Warrant
in effect immediately prior to such action shall be adjusted so that the holder
of any Warrant thereafter exercised may receive the number and classes of shares
of capital stock of the Company which such holder would have owned immediately
following such action if such holder had exercised the Warrant immediately prior
to such action.

     For a  dividend  or  distribution  in  the  shares  of  Common  Stock,  the
adjustment  shall  become  effective  immediately  after the record date for the
dividend or distribution.  For a subdivision,  combination or  reclassification,
the adjustment  shall become effective  immediately  after the effective date of
the subdivision, combination or reclassification.

     If after an adjustment the holder of a Warrant upon exercise of the Warrant
may receive  shares of two or more classes of capital stock of the Company,  the
Board of Directors of the Company shall in good faith  determine the  allocation
of the adjusted  Exercise  Price between or among the classes of capital  stock.
After such  allocation,  that portion of the Exercise  Price  applicable to each
share of each such  class of  capital  stock  shall  thereafter  be  subject  to
adjustment  on terms  comparable  to those  applicable  to Common  Stock in this
Agreement. Notwithstanding the allocation of the Exercise Price between or among
shares of capital stock as provided by this Section 10(a), a Warrant may only be
exercised by payment in full of the entire Exercise Price currently in effect.

          (b)  Consolidation, Merger or Sale of the Company. If the Company is a
               party to a  consolidation,  merger or  transfer  of assets  which
               reclassifies  or  changes  its  outstanding   Common  Stock,  the
               successor  corporation (or corporation  controlling the successor
               corporation  or the  Company,  as  the  case  may  be)  shall  by
               operation  of law assume  the  Company's  obligations  under this
               Warrant  Agreement.  Upon  consummation  of such  transaction the
               Warrants shall automatically  become exercisable for the kind and
               amount of securities,  cash or other assets which the holder of a
               Warrant  would have owned  immediately  after the  consolidation,
               merger or  transfer  if the  holder  had  exercised  the  Warrant
               immediately  before the effective date of such transaction.  As a
               condition to the  consummation of such  transaction,  the Company
               shall  arrange  for the  person  or  entity  obligated  to  issue
               securities  or deliver cash or other assets upon  exercise of the
               Warrant  to,   concurrently   with  the   consummation   of  such
               transaction,   assume  the  Company's  obligations  hereunder  by
               executing an instrument  so providing  and further  providing for
               adjustments  which  shall  be as  nearly  equivalent  as  may  be
               practical to the adjustments provided for in this Section 10.

     11.  Successors.  All the covenants and  provisions of this Agreement by or
for the benefit of the Company or Holder  shall bind and inure to the benefit of
their respective successor and assigns hereunder.

     12.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all proposes be deemed to
be an original,  and such counterparts shall together  constitute by one and the
same instrument.

     13. Notices.  All notices or other  communications under this Warrant shall
be in  writing  and shall be deemed to have been given if  delivered  by hand or
mailed by first class mail,  postage  prepaid,  addressed as follows:  if to the
Company: Beta Oil "&" Gas, Inc., 6120 S. Yale, Suite 813, Tulsa, Oklahoma,  74136,
Attention:  Chief Executive  Officer,  and to the Holder:  at the address of the
Holder  appearing on the signature  page of this Agreement or the records of the
Company's transfer agent, if any.

     Either the  Company or the Holder may from time to time  change the address
to which notices to it are to be mailed  hereunder by notice in accordance  with
the provisions of this Section 13.

     14.  Supplements  and  Amendments.  The  Company  may  from  time  to  time
supplement or amend this Warrant  Agreement  without the approval of any Holders
of Warrants in order to cure any  ambiguity or to be correct or  supplement  any
provision contained herein which may be defective or inconsistent with any other
provision,  or to make any other  provisions  in regard to matters or  questions
herein arising  hereunder  which the Company may deem necessary or desirable and
which shall not materially  adversely  affect the interest of the Holder.  Other
amendments  may be made with the written  consent of the persons who are Holders
of a majority of all the  outstanding  A Warrants  and B Warrants  issued by the
Company in the offering.

     15.  Severability.  If for any reason any  provision,  paragraph or term of
this Warrant Agreement is held to be invalid or  unenforceable,  all other valid
provisions  herein  shall  remain  in full  force  and  effect  and  all  terms,
provisions and paragraphs of this Warrant shall be deemed to be severable.

     16. Governing Law and Venue.  This Warrant shall be deemed to be a contract
made  under  the laws of the state of  Oklahoma  and for all  purposes  shall be
governed and construed in accordance with the laws of said state. Any proceeding
arising under this Warrant Agreement shall be instituted in Tulsa County,  state
of Oklahoma.

     17.  Headings.  Paragraphs  and  subparagraph  headings,  used  herein  are
included  herein  for  convenience  of  reference  only and shall not affect the
construction  of this Warrant  Agreement  nor  constitute a part of this Warrant
Agreement for any other purpose.

     18.  Power Of  Attorney.  THE  SUBSCRIPTION  DOCUMENT  INCLUDES  A POWER OF
ATTORNEY WHICH AUTHORIZES THE COMPANY TO EXECUTE THIS WARRANT  AGREEMENT ON YOUR
BEHALF UPON ACCEPTANCE OF YOUR INVESTMENT IN THIS OFFERING.

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

"COMPANY"

BETA OIL "&"  GAS, INC.


---------------------------------
By: Steve Antry
Its: President

"HOLDER"

---------------------------------
Name

---------------------------------
Authorized Signature

---------------------------------
Address

Tax Identification No.:






                             A WARRANT CERTIFICATE
A WARRANT NUMBER ____________                                                                                                                     Warrant to Purchase
                                                                                                                                                     ----------------
                                                                                                                                                         Shares
                               BETA OIL "&"  GAS, INC.
                          COMMON STOCK PURCHASE WARRANT
see reverse for certain definitions
will be void if not exercised prior to 11:59 P.M. Pacific Time five years from
the date in 2001 that the last A Warrants are issued by the Company

This Certifies that_____________________________ for value received,                                                                                       the registered holder or
assigns ("Holder"),___________________________________________________________
is entitled to purchase from Beta Oil "&"  Gas, Inc., a Nevada corporation (the
"Company") at any time after 9:00 A.M. Eastern Time on __________, 2001 at an
exercise price of $________ per share (the "Exercise Price"), the number of
shares of Common Stock of the Company set forth above (the "Shares"). The number
of shares purchasable upon exercise of each warrant evidenced hereby and the
Exercise Price per Share shall be subject to adjustment from time to time as set
forth in the Warrant Agreement referred to below. The Warrants expire exactly
five years from the date in 2001 that the last A Warrants are issued by the
Company ("Expiration Date"). Holder will not have any rights or privileges of as
a stockholder of the Company prior to exercise of the Warrants. Holders has
certain rights with respect to registration with the Securities and Exchange
Commission of the Warrants and Common Stock issuable upon exercise hereof as
described in that certain Private Placement Memorandum dated as of March 20,
2001 pursuant to which this Warrant Certificate were issued. Subject to the
provisions of the Warrant Agreement, referenced below, the Warrant evidenced
hereby may be called for redemption at the option of the Company, on and any
time after the date that its Common Stock is traded on any exchange, including
the NASD Bulletin Board, at a Market Price, as defined below, at 175% of the
Exercise Price for any ten days. The Market Price shall be the highest reported
sales price on the NASDAQ National Market System as reported in the Wall Street
Journal, if in effect. If not, the highest sales price will be as reasonably
determined by the Company. The Warrant evidenced hereby may be exercised in
whole or in part by presentation of this Warrant certificate with the Purchase
Form on the reverse side hereof fully executed and simultaneous payment of the
Exercise Price (subject to adjustment) at the principal office of the Company
prior to the Expiration Date. Payment of such price shall be made at the option
of the holder in cash or by certified check or bank draft. The Warrants
evidenced hereby are part of a duly authorized issue of Common Stock Purchase
Warrants with rights to purchase an aggregate of up to ______________ shares of
Common Stock of the Company, as described in the Warrant Agreement of even date
herewith between Holder and Company. Upon any partial exercise of the Warrant
evidenced hereby, there shall be countersigned and issued to the Holder a new
Warrant Certificate in respect of the Shares as to which the Warrants evidenced
hereby shall not have been exercised. This Warrant Certificate may be exchanged
at the office of the Company by surrender of this Warrant Certificate properly
endorsed either separately or in combination with one or more other Warrants for
one or more new Warrants to purchase the same aggregate number of Shares as
evidenced by the Warrant or Warrants exchanged. No fractional Shares will be
issued upon the exercise of rights to purchase hereunder, but the Company shall
pay the cash value of any fraction upon the exercise of one or more Warrants.
The Holder hereof may be treated by the Company and all other persons dealing



with this Warrant Certificate as the absolute owner hereof for all purposes and
as the person entitled to exercise the rights represented hereby, any notice to
the contrary notwithstanding, and until such transfer is on such books, the
Company may treat the Holder as the owner for all purposes.

Dated: __________, 2001    BETA OIL "&"  GAS, INC.



                                     Secretary                                                                      Chief Executive Officer

                              SEE LEGEND ON REVERSE





THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH
OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                              ELECTION TO PURCHASE

         The undersigned hereby elects irrevocably to exercise the within "A"
Warrant and to purchase _______________________ shares of Common Stock of Beta
Oil "&"  Gas, Inc. and hereby makes payment of $_________ (at the rate of $________
per share) in payment of the Exercise Price pursuant hereto. Please issue the
shares as to which this Warrant is exercised in accordance with the instructions
given below.

         The undersigned represents and warrants that the exercise of the within
Warrant was solicited by the member firm of the National Association of
Securities Dealers, Inc. ("NASD") listed below. If not solicited by an NASD
member, please write "unsolicited" in the space below.

                       ------------------------------------------------------
                             (Insert Name of NASD Member or "Unsolicited")

Dated: ________________, 20______

Warrant Holder's Signature: _____________________________________________

                     INSTRUCTIONS FOR REGISTRATION OF SHARES

Name (print) __________________________________________________________________

Address (print) ________________________________________________________________

                                   ASSIGNMENT

         FOR VALUE RECEIVED, ____________________________________ does hereby
sell, assign and transfer unto ____________________________________, the right
to purchase ________________shares of Common Stock of Beta Oil "&" Gas, Inc.,
evidenced by the within Warrant, and does hereby irrevocably constitute and appoint
__________________________________________ attorney to transfer such right on
the books of Beta Oil "&"  Gas, Inc., with full power of substitution on the
premises.

Dated: ________________, 20______  Signature: __________________________________

Notice: The signature of Election to Purchase or Assignment must correspond with
the name as written upon the face of the within Warrant in every particular
without alteration or enlargement or any change whatsoever. If under the
Election to Purchase the Registration of Shares differs from the name as written
on the face of the within Warrant, and in the case of Assignment, signature(s)
must by guaranteed by an eligible guarantor institution (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions with membership in an approved
signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.

         Signature Guarantee ________________________________________



                              B WARRANT CERTIFICATE
B WARRANT NUMBER ____________                                                                                                                     Warrant to Purchase
                                                                                                                                                     ----------------
                                                                                                                                                         Shares
                      BETA OIL "&"  GAS, INC.
                COMMON STOCK PURCHASE WARRANT
see reverse for
certain definitions

will be void if not exercised prior to 11:59 P.M. Pacific Time five years from
the date in 2001 that the last B Warrants are issued by the Company

This Certifies that _______________________________ for value received,                                                                                       the registered holder or
assigns ("Holder"),_______________________________________________
is entitled to purchase from Beta Oil "&"  Gas, Inc., a Nevada corporation (the
"Company") at any time after 9:00 A.M. Eastern Time on __________, 2001 at an
exercise price of $________ per share (the "Exercise Price"), the number of
shares of Common Stock of the Company set forth above (the "Shares"). The number
of shares purchasable upon exercise of each warrant evidenced hereby and the
Exercise Price per Share shall be subject to adjustment from time to time as set
forth in the Warrant Agreement referred to below. The Warrants expire exactly
five years from the date in 2001 that the last B Warrants are issued by the
Company ("Expiration Date"). Holder will not have any rights or privileges of as
a stockholder of the Company prior to exercise of the Warrants. Holders has
certain rights with respect to registration with the Securities and Exchange
Commission of the Warrants and Common Stock issuable upon exercise hereof as
described in that certain Private Placement Memorandum dated as of March 20,
2001 pursuant to which this Warrant Certificate were issued. Subject to the
provisions of the Warrant Agreement, referenced below, the Warrant evidenced
hereby may be called for redemption at the option of the Company, on and any
time after the date that its Common Stock is traded on any exchange, including
the NASD Bulletin Board, at a Market Price, as defined below, at 175% of the
Exercise Price for any ten days. The Market Price shall be the highest reported
sales price on the NASDAQ National Market System as reported in the Wall Street
Journal, if in effect. If not, the highest sales price will be as reasonably
determined by the Company. The Warrant evidenced hereby may be exercised in
whole or in part by presentation of this Warrant certificate with the Purchase



Form on the reverse side hereof fully executed and simultaneous payment of the
Exercise Price (subject to adjustment) at the principal office of the Company
prior to the Expiration Date. Payment of such price shall be made at the option
of the holder in cash or by certified check or bank draft. The Warrants
evidenced hereby are part of a duly authorized issue of Common Stock Purchase
Warrants with rights to purchase an aggregate of up to ______________ shares of
Common Stock of the Company, as described in the Warrant Agreement of even date
herewith between Holder and Company. Upon any partial exercise of the Warrant
evidenced hereby, there shall be countersigned and issued to the Holder a new
Warrant Certificate in respect of the Shares as to which the Warrants evidenced
hereby shall not have been exercised. This Warrant Certificate may be exchanged
at the office of the Company by surrender of this Warrant Certificate properly
endorsed either separately or in combination with one or more other Warrants for
one or more new Warrants to purchase the same aggregate number of Shares as
evidenced by the Warrant or Warrants exchanged. No fractional Shares will be
issued upon the exercise of rights to purchase hereunder, but the Company shall
pay the cash value of any fraction upon the exercise of one or more Warrants.
The Holder hereof may be treated by the Company and all other persons dealing
with this Warrant Certificate as the absolute owner hereof for all purposes and
as the person entitled to exercise the rights represented hereby, any notice to
the contrary notwithstanding, and until such transfer is on such books, the
Company may treat the Holder as the owner for all purposes.

Dated: __________, 2001    BETA OIL "&"  GAS, INC.



                                     Secretary                                                                      Chief Executive Officer

                              SEE LEGEND ON REVERSE





THE SECURIT7
beta\warrant agreement
IES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH
OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                              ELECTION TO PURCHASE

         The undersigned hereby elects irrevocably to exercise the within "B"
Warrant and to purchase _______________________ shares of Common Stock of Beta
Oil "&"  Gas, Inc. and hereby makes payment of $_________ (at the rate of $________
per share) in payment of the Exercise Price pursuant hereto. Please issue the
shares as to which this Warrant is exercised in accordance with the instructions
given below.

         The undersigned represents and warrants that the exercise of the within
Warrant was solicited by the member firm of the National Association of
Securities Dealers, Inc. ("NASD") listed below. If not solicited by an NASD
member, please write "unsolicited" in the space below.

              ------------------------------------------------------
                     (Insert Name of NASD Member or "Unsolicited")

Dated: ________________, 20______

 Warrant Holder's Signature: _____________________________________________

                     INSTRUCTIONS FOR REGISTRATION OF SHARES

Name (print) __________________________________________________________________

Address (print) ________________________________________________________________

                                   ASSIGNMENT

         FOR VALUE RECEIVED, ____________________________________ does hereby
sell, assign and transfer unto ____________________________________, the right
to purchase ________________shares of Common Stock of Beta Oil "&"  Gas, Inc.,
evidenced by the within Warrant, and does hereby irrevocably constitute and appoint
__________________________________________ attorney to transfer such right on
the books of Beta Oil "&" Gas, Inc., with full power of substitution on the
premises.

Dated: ________________, 20______  Signature: __________________________________

Notice: The signature of Election to Purchase or Assignment must correspond with
the name as written upon the face of the within Warrant in every particular
without alteration or enlargement or any change whatsoever. If under the
Election to Purchase the Registration of Shares differs from the name as written
on the face of the within Warrant, and in the case of Assignment, signature(s)
must by guaranteed by an eligible guarantor institution (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions with membership in an approved
signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.

         Signature Guarantee ________________________________________