Exhibit 10.1


    THIS
      WARRANT CERTIFICATE AND THE UNDERLYING SHARES OF COMMON STOCK REPRESENTED BY
      THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE ACT.

     

    UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE
      LATER
      OF (i) NOVEMBER
      6, 2006,
      AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR
      TERRITORY

     

    Warrant
      No.          
      November
      6, 2006

     

    CALIBRE
      ENERGY, INC.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    Void
      after November 5, 2008, and subject to earlier termination upon the terms and
      conditions set forth herein

     

    THIS
      WARRANT (the “Warrant”)
      entitles <HOLDER> (including any successors or assigns, the “Holder”),
      for
      value received, to purchase from CALIBRE ENERGY, INC., a Nevada corporation
      (the
“Company”),
      at
      any time and from time to time, subject to the terms and conditions set forth
      herein, during the period starting from 5:00 a.m. on the Initial Exercise Date
      (as defined in Section 1
      below)
      to 5:00 p.m., Eastern time, on the “Expiration Date” (as defined in Section
1
      below),
      immediately following which time this Warrant shall expire and become void,
      all
      or any portion of <NUMBER> shares of the Company’s common stock, par value
      $0.001 per share (the “Warrant Shares”), at the “Exercise Price” (as defined in
      Section 1
      below).
      This Warrant has been issued to Holder pursuant to the terms of a Subscription
      Agreement of even date herewith by and between the Company and the Holder.
      This
      Warrant is issued subject to the following terms and conditions:

     

    1  Definitions

     

    2  As
      used
      in this Warrant, the following terms shall have the respective meanings set
      forth below or elsewhere in this Warrant as referred to below:

     

    “Affiliate”
means,
      with respect to any Person, any other Person directly or indirectly controlling
      or controlled by or under direct or indirect common control with such specified
      Person. For the purposes of this Warrant, “control,” when used with respect to
      any specified Person means the power to direct or cause the direction of the
      management and policies of such Person, directly or indirectly, whether through
      the ownership of voting securities, by contract or otherwise; and the terms
      “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Business
      day”
      (whether such term is capitalized or not) means any day except Saturday, Sunday
      and any day which shall be a federal legal holiday or a day on which banking
      institutions in the State of New York or the State of Texas are authorized
      or
      required by law or other governmental action to close. 

     

    “Common
      Stock”
means
      the common stock, $0.001 par value per share, of the Company (including any
      securities into which or for which such shares may be exchanged for, or
      converted into, pursuant to any stock dividend, stock split, stock combination,
      recapitalization, reclassification, reorganization or other similar
      event).

     

    “Company”
has
      the
      meaning set forth in the preamble hereof.

     

    “Exercise
      Price”
means
      initially the Initial Exercise Price, as such amount may be adjusted from time
      to time pursuant to Section 4
      hereof.

     

    “Expiration
      Date”
means
      November 5, 2008.

     

    “Fair
      Market Value”
shall
      mean on any date (i) if the Common Stock is quoted on Nasdaq or listed on a
      national securities exchange, then the last reported sale price per share of
      Common Stock on Nasdaq or any national securities exchange in which such Common
      Stock is quoted or listed, as the case may be, on such date or, if no such
      sale
      price is reported on such date, such price on the next preceding business day
      in
      which such price was reported, (ii) if the Common Stock is actively traded
      over-the-counter, then the last sales price quoted, if determinable, or, if
      not
      determinable, the average of the closing bid and asked prices quoted on the
      OTCBB (or similar system) on such date or (iii) if such Common Stock is not
      traded, quoted or listed on Nasdaq or any national securities exchange or the
      over-the-counter market, then the fair market value of a share of Common Stock,
      as determined in good faith by the Board of Directors of the
      Company.

     

    “Holder”
has
      the
      meaning set forth in the preamble of hereof.

     

    “Initial
      Exercise Date”
means
      the date hereof.

     

    “Initial
      Exercise Price”
means
      $1.50 per share of Common Stock.

     

    “OTCBB”
means
      the OTC Bulletin Board.

     

    “Person”
      (whether or not capitalized) means an individual, entity, partnership, limited
      liability company, corporation, association, trust, joint venture,
      unincorporated organization, and any government, governmental department or
      agency or political subdivision thereof.

     

    “SEC”
means
      the United States Securities and Exchange Commission.

     

    “Warrants”
means
      this Warrant and any other warrants, substantially identical hereto, to purchase
      Common Stock issued by the Company contemporaneously herewith to other
      Persons.

     

    3  Exercise
      of Warrant

     

    3.1  Method
      of
      Exercise; Payment

     

    .
      Subject
      to all of the terms and conditions hereof, this Warrant may be exercised, in
      whole or in part, with respect to any Warrant Shares, at any time and from
      time
      to time during the period commencing on the Initial Exercise Date and ending
      at
      5:00 p.m., Eastern Time, on the Expiration Date, by surrender of this Warrant
      to
      the Company at its principal office, accompanied by a subscription substantially
      in the form attached hereto, executed by the Holder and accompanied by (a)
      wire
      transfer of immediately available funds or (b) certified or official bank check
      payable to the order of the Company, in each case in the amount obtained by
      multiplying (i) the number of Warrant Shares for which the Warrant is being
      exercised, as designated in such subscription, by (ii) the Exercise Price.
      Thereupon, the Holder shall be entitled to receive the number of duly
      authorized, validly issued, fully paid and nonassessable Warrant Shares
      determined as provided for herein.

     

    3.2  Delivery
      of Stock Certificates on Exercise

     

    .
      As soon
      as practicable after the exercise of this Warrant, and in any event within
      five
      (5) business days thereafter, the Company, at its expense, and in accordance
      with applicable securities laws, will cause to be issued in the name of and
      delivered to the Holder, or as the Holder may direct (subject in all cases,
      to
      the provisions of Section 9
      hereof),
      a certificate or certificates for the number of Warrant Shares purchased by
      the
      Holder on such exercise, plus, in lieu of any fractional share to which the
      Holder would otherwise be entitled, cash equal to such fraction multiplied
      by
      the Fair Market Value.

     

    3.3  Shares
      To
      Be Fully Paid and Nonassessable

     

    .
      All
      Warrant Shares issued upon the exercise of this Warrant shall be duly
      authorized, validly issued, fully paid and nonassessable, free of all liens,
      taxes, charges and other encumbrances or restrictions on sale (other than those
      set forth herein).

     

    3.4  Issuance
      of New Warrants; Company Acknowledgment

     

    .
      Upon
      any partial exercise of this Warrant, the Company, at its expense, will
      forthwith and, in any event within three (3) business days, issue and deliver
      to
      the Holder a new warrant or warrants of like tenor, registered in the name
      of
      the Holder, exercisable, in the aggregate, for the balance of the Warrant
      Shares. Moreover, the Company shall, at the time of any exercise of this
      Warrant, upon the request of the Holder, acknowledge in writing its continuing
      obligation to afford to the Holder any rights to which the Holder shall continue
      to be entitled after such exercise in accordance with the provisions of this
      Warrant; provided, however, that if the Holder shall fail to make any such
      request, such failure shall not affect the continuing obligation of the Company
      to afford to the Holder any such rights.

     

    3.5  Payment
      of Taxes and Expenses

     

    .
      The
      Company shall pay any recording, filing, stamp or similar tax which may be
      payable in respect of any transfer involved in the issuance of, and the
      preparation and delivery of certificates (if applicable) representing, (i)
      any
      Warrant Shares purchased upon exercise of this Warrant and/or (ii) new or
      replacement warrants in the Holder's name or the name of any transferee of
      all
      or any portion of this Warrant.

     

    3.6  Cooperation
      with Filings

     

    .
      The
      Company shall assist and cooperate with any Holder required to make any
      governmental or regulatory filings or obtain any governmental or regulatory
      approvals prior to or in connection with any exercise of this Warrant
      (including, without limitation, making any filings required to be made by the
      Company). 

     

    3.7  Conditions

     

    .
      Notwithstanding any other provision of this Warrant, if the exercise of all
      or
      any portion of this Warrant is to be made in connection with a registered public
      offering, a sale of the Company or any other transaction or event, such exercise
      may, at the election of the Holder, be conditioned upon consummation of such
      transaction or event in which case such exercise shall not be deemed effective
      until the consummation of such transaction or event. 

     

    4  Adjustment
      of Exercise Price and Warrant Shares

     

    .
      The
      Exercise Price and the number of Warrant Shares shall be subject to adjustment
      from time to time upon the happening of certain events as described in this
      Section 4.
      

     

    4.1  Subdivision
      or Combination of Stock

     

    If
      at any
      time or from time to time after the date hereof, the Company shall subdivide
      (by
      way of stock dividend, stock split or otherwise) its outstanding shares of
      Common Stock, the Exercise Price in effect immediately prior to such subdivision
      shall be reduced proportionately and the number of Warrant Shares (calculated
      to
      the nearest whole share) shall be increased proportionately, and conversely,
      in
      the event the outstanding shares of Common Stock shall be combined (whether
      by
      stock combination, reverse stock split or otherwise) into a smaller number
      of
      shares, the Exercise Price in effect immediately prior to such combination
      shall
      be increased proportionately and the number of Warrant Shares (calculated to
      the
      nearest whole share) shall be decreased proportionately. The Exercise Price
      and
      the number of Warrant Shares, as so adjusted, shall be readjusted in the same
      manner upon the happening of any successive event or events described in this
      Section 4.1.

     

    4.2  Adjustments

     

    4.2.1  Adjustment
      for Stock Dividends.
      If at
      any time after the date hereof, the Company shall declare a dividend or make
      any
      other distribution upon any class or series of stock of the Company payable
      in
      shares of Common Stock, the Exercise Price in effect immediately prior to such
      declaration or distribution shall be reduced proportionately and the number
      of
      Warrant Shares (calculated to the nearest whole share) shall be increased
      proportionately, to reflect the issuance of any shares of Common Stock, issuable
      in payment of such dividend or distribution. The Exercise Price and the number
      of Warrant Shares, as so adjusted, shall be readjusted in the same manner upon
      the happening of any successive event or events described in this Section
4.2.

     

    4.2.2  Adjustments
      for Other Dividends and Distributions.
      If the
      Company at any time or from time to time after the date hereof shall make or
      issue, or fix a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in securities
      of
      the Company (other than shares of Common Stock) or in cash or other property,
      then and in each such event provision shall be made so that the Holder shall
      receive upon exercise hereof, in addition to the number of shares of Common
      Stock issuable hereunder, the kind and amount of securities of the Company
      and/or cash and other property which the Holder would have been entitled to
      receive had this Warrant been exercised into Common Stock on the date of such
      event and had the Holder thereafter, during the period from the date of such
      event to and including the exercise date, retained any such securities
      receivable, giving application to all adjustments called for during such period
      under this Section 4
      with
      respect to the rights of the Holder.

     

    4.2.3  Adjustments
      for Reclassifications.
      If the
      Common Stock issuable upon the conversion of this Warrant shall be changed
      into
      the same or a different number of shares of any class(es) or series of stock
      and/or the right to receive property, whether by reclassification or otherwise
      (other than an adjustment under Sections 4.1
      and
4.2
      or a
      merger, consolidation, or sale of assets provided for under Section 4.4),
      then
      and in each such event, the Holder hereof shall have the right thereafter to
      convert each Warrant Share into the kind and amount of shares of stock and
      other
      securities and property receivable upon such reclassification, or other change
      by holders of the number of shares of Common Stock into which such Warrant
      Shares would have been convertible immediately prior to such reclassification
      or
      change, all subject to successive adjustments thereafter from time to time
      pursuant to and in accordance with, the provisions of this Section 4.

     

    4.3  Adjustments
      for Merger or Consolidation

     

    .
      If, at
      any time or from time to time after the date hereof, the Company shall (a)
      effect a reorganization, (b) consolidate with or merge into any other Person,
      or
      (c) sell or transfer all or substantially all of its properties or assets or
      more than 50% of the voting capital stock of the Company (whether issued and
      outstanding, newly issued, from treasury, or any combination thereof) to any
      other person under any plan or arrangement contemplating the consolidation
      or
      merger, sale or transfer, or dissolution of the Company (each, a “Merger
      Transaction”),
      then,
      in each such case, the Holder, upon the exercise of this Warrant as provided
      in
      Section 3.1
      or the
      conversion of this warrant as provided in Section 3.1
      hereof
      at any time or from time to time after the consummation of such reorganization,
      consolidation, merger or sale or the effective date of such dissolution, as
      the
      case may be, shall receive, in lieu of the Warrant Shares issuable on such
      exercise immediately prior to such consummation or such effective date, as
      the
      case may be, the stock and property (including cash) to which the Holder would
      have been entitled upon the consummation of such consolidation or merger, or
      sale or transfer, or in connection with such dissolution, as the case may be,
      if
      the Holder had so exercised this Warrant immediately prior thereto (assuming
      the
      payment by the Holder of the Exercise Price therefor as required hereby in
      a
      form permitted hereby, which payment shall be included in the assets of the
      Company for the purposes of determining the amount available for distribution),
      all subject to successive adjustments thereafter from time to time pursuant
      to,
      and in accordance with, the provisions of this Section 4.
      The
      Company shall not effect any such reorganization, consolidation, merger, sale
      or
      transfer unless, prior to the consummation thereof, the successor entity (if
      other than the Company) resulting from the consolidation or merger or the entity
      purchasing such assets assumes by written instrument the obligation to deliver
      to each holder of Warrants such shares of stock, securities or assets as, in
      accordance with the foregoing provisions, such holder may be entitled to
      acquire; provided, that any assumption shall not relieve the Company of its
      obligations hereunder. 

     

    4.4  Continuation
      of Terms

     

    .
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any such transfer) referred to in this Section 4,
      this
      Warrant shall continue in full force and effect and the terms hereof shall
      be
      applicable to the shares of Common Stock and other securities and property
      receivable upon the exercise of this Warrant after the consummation of such
      reorganization, consolidation or merger or the effective date of dissolution
      following any such transfer, as the case may be, and shall be binding upon
      the
      issuer of any such Common Stock or other securities, including, in the case
      of
      any such transfer, the Person acquiring all or substantially all of the
      properties or assets or more than 50% of the voting capital stock of the Company
      (whether issued and outstanding, newly issued or from treasury or any
      combination thereof), whether or not such Person shall have expressly assumed
      the terms of this Warrant.

     

    4.5  Minimum
      Adjustment of Exercise Price

     

    .
      If the
      amount of any adjustment of the Exercise Price required pursuant to this Section
      4
      would be
      less than one-tenth (1/10) of one percent (1%) of the Exercise Price in effect
      at the time such adjustment is otherwise so required to be made, such amount
      shall be carried forward and adjustment with respect thereto made at the time
      of
      and together with any subsequent adjustment which, together with such amount
      and
      any other amount or amounts so carried forward, shall aggregate at least one
      tenth (1/10) of one percent (1%) of such Exercise Price.

     

    4.6  Certificate
      as to Adjustments

     

    .
      Upon
      the occurrence of each adjustment or readjustment of the Exercise Price and
      number of Warrant Shares pursuant to this Section 4,
      this
      Warrant shall, without any action on the part of the Holder, be adjusted in
      accordance with this Section 4,
      and the
      Company, at its expense, promptly shall compute such adjustment or readjustment
      in accordance with the terms hereof and prepare and furnish to the Holder a
      certificate setting forth such adjustment or readjustment, showing in detail
      the
      facts upon which such adjustment or readjustment is based. The Company will
      forthwith send a copy of each such certificate to the Holder in accordance
      with
      Section 10.4
      below.

     

    5  Early
      Termination. If the closing price of the common stock on any exchange or
      quotation system on which our stock is quoted or traded equals or exceeds
      U.S.$4.00 per share for 20 consecutive trading days and if the registration
      statement provided for in Section 5 below is effective, the Company may declare
      the “Termination Date” to be thirty days after the date it gives notice, as
      provided herein, to the record Holder. Closing price shall mean the last
      reported sale price; if the exchange or quotation system reports only bid and
      ask price, “closing price” shall mean the average of the closing bid and ask
      price. Notice shall mean the date of initial issuance of a news release by
      the
      Company announcing the change.

     

    6  Notices
      of Record Date

     

    .
      Upon
      (a) any establishment by the Company of a record date of the holders of any
      class of securities for the purpose of determining the holders thereof who
      are
      entitled to receive any dividend or other distribution, or right or option
      to
      acquire securities of the Company, or any other right, or (b) any capital
      reorganization, reclassification, recapitalization, merger or consolidation
      of
      the Company with or into any other Person, any transfer of all or substantially
      all the assets of the Company, or any voluntary or involuntary dissolution,
      liquidation or winding up of the Company, or the sale, in a single transaction,
      of a majority of the Company’s voting stock (whether newly issued, or from
      treasury, or previously issued and then outstanding, or any combination
      thereof), the Company shall mail to the Holder at least ten (10) business days,
      or such longer period as may be required by law, prior to the record date
      specified therein and at least ten (10) business days prior to the date
      specified in clause (ii) or (iii) hereof, a notice specifying (i) the date
      established as the record date for the purpose of such dividend, distribution,
      option or right and a description of such dividend, distribution, option or
      right, (ii) the date on which any such reorganization, reclassification,
      transfer, consolidation, merger, dissolution, liquidation or winding up, or
      sale
      is expected to become effective and (iii) the date, if any, fixed as to when
      the
      holders of record of Common Stock shall be entitled to exchange their shares
      of
      Common Stock for securities or other property deliverable upon such
      reorganization, reclassification, transfer, consolidation, merger, dissolution,
      liquidation or winding up. Nothing herein shall prohibit the Holder from
      exercising this Warrant during the ten (10) business day period commencing
      on
      the date of such notice.

     

    7  Exchange
      of Warrant

     

    .
      Subject
      to the provisions of Section 8
      hereof
      (if and to the extent applicable), this Warrant shall be exchangeable, upon
      the
      surrender hereof by the Holder at the principal office of the Company, for
      new
      warrants of like tenor, each registered in the name of the Holder or, subject
      to
      compliance with applicable federal and state securities laws, in the name of
      such other Persons as the Holder may direct (upon payment by the Holder of
      any
      applicable transfer taxes). Each of such new warrants shall be exercisable
      for
      such number of Warrant Shares as the Holder shall direct, provided that all
      of
      such new warrants shall represent, in the aggregate, the right to purchase
      the
      same number of Warrant Shares and cash, securities or other property, if any,
      which may be purchased by the Holder upon exercise of this Warrant at the time
      of its surrender.

     

    8  Transfer
      Provisions, etc.

     

    8.1  Legends

     

    .
      Each
      certificate representing any Warrant Shares issued upon exercise of this
      Warrant, and of any shares of Common Stock into which such Warrant Shares may
      be
      converted, shall bear the following legends or substantially similar language:
      

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO
      AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION
      UNDER
      SAID ACT.”

     

    “UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, A CANADIAN HOLDER OF THIS SECURITY
      MUST
      NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER
      THE
      LATER OF (i) THE DATE OF ISSUANCE, AND (ii) THE DATE THE ISSUER BECAME A
      REPORTING ISSUER IN ANY PROVINCE OR TERRITORY”

     

    8.2  Mechanics
      of Transfer

     

    .
      

     

    8.2.1  Any
      transfer of all or any portion of this Warrant (and the Warrant Shares), or
      of
      any interest herein or therein, that is otherwise in compliance with applicable
      law shall be effected by surrendering this Warrant to the Company at its
      principal office, together with a duly executed form of assignment, in the form
      attached hereto. Upon any such transfer of this Warrant, subject to compliance
      with applicable federal and state securities laws, the Company shall issue
      a new
      warrant or warrants of like tenor to the transferee(s), representing, in the
      aggregate, the right to purchase the same number of Warrant Shares and cash,
      securities or other property, if any, which may be purchased by the Holder
      upon
      exercise of this Warrant at the time of its surrender, in accordance with
      Section 3
      hereof. 

     

    8.2.2  In
      the
      event of any transfer of all or any portion of this Warrant in accordance with
      Section 8.2.1
      above,
      the Company shall issue (i) a new warrant of like tenor to the transferee,
      representing the right to purchase the number of Warrant Shares, and cash,
      securities or other property, if any, which were purchasable by the Holder
      of
      the transferred portion of this Warrant at the time of said transfer, and (ii)
      a
      new warrant of like tenor to the Holder, representing the right to purchase
      the
      number of Warrant Shares, if any, and cash, securities or other property, if
      any, purchasable by the Holder of the un-transferred portion of this Warrant.
      Until this Warrant or any portion thereof is transferred on the books of the
      Company, the Company may treat the Holder as the absolute holder of this Warrant
      and all right, title and interest therein for all purposes, notwithstanding
      any
      notice to the contrary.

     

    8.3  No
      Restrictions on Transfer

     

    Subject
      to compliance with applicable federal and state securities laws, this Warrant
      and any portion hereof, the Warrant Shares and the rights hereunder may be
      transferred by the Holder in its sole discretion at any time and to any Person
      or Persons, including without limitation Affiliates and affiliated groups of
      such Holder, without the consent of the Company.

     

    8.4  Warrant
      Register

     

    .The
      Company shall keep at its principal office a register for the registration,
      and
      registration of transfers, of the Warrants. The name and address of each Holder
      of one or more of the Warrants, each transfer thereof and the name and address
      of each transferee of one or more of the Warrants shall be registered in such
      register. The Company shall give to any Holder of a Warrant promptly upon
      request therefor, a complete and correct copy of the names and addresses of
      all
      registered Holders of the Warrants.

     

    9  Lost,
      Stolen or Destroyed Warrant

     

    Upon
      receipt by the Company of evidence satisfactory to it of loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft or
      destruction, on delivery of a customary affidavit of the Holder and customary
      unsecured indemnity agreement, or, in the case of mutilation, upon surrender
      of
      this Warrant, the Company at its expense will execute and deliver, or will
      instruct its transfer agent to execute and deliver, a new Warrant of like tenor
      and date and representing the same rights represented by such lost, stolen,
      destroyed or mutilated warrant and any such lost, stolen, mutilated or destroyed
      Warrant thereupon shall become void.

     

    10  General

     

    10.1  Authorized
      Shares, Reservation of Shares for Issuance

     

    At
      all
      times while this Warrant is outstanding, the Company shall maintain its
      corporate authority to issue, and shall have authorized and reserved for
      issuance upon exercise of this Warrant, such number of shares of Common Stock,
      and any other capital stock or other securities as shall be sufficient to
      perform its obligations under this Warrant (after giving effect to any and
      all
      adjustments to the number and kind of Warrant Shares purchasable upon exercise
      of this Warrant).

     

    10.2  No
      Impairment

     

    The
      Company will not, by amendment of its Certificate of Incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issuance or sale of securities, sale or other transfer of any of its assets
      or
      properties, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms of this Warrant, but will at all times in
      good faith assist in the carrying out of all such terms and in the taking of
      all
      such action as may be necessary or appropriate in order to protect the rights
      of
      the Holder hereunder against impairment. Without limiting the generality of
      the
      foregoing, the Company (a) will not increase the par value of any shares of
      Common Stock receivable upon the exercise of this Warrant above the amount
      payable therefor on such exercise, and (b) will take all action that may be
      necessary or appropriate in order that the Company may validly and legally
      issue
      fully paid and nonassessable shares of Common Stock upon the exercise of this
      Warrant.

     

    10.3  No
      Rights
      as Stockholder

     

    Except
      as
      provided herein (including Sections 4
      and
6),
      the
      Holder shall not be entitled to vote or to receive dividends or to be deemed
      the
      holder of Common Stock that may at any time be issuable upon exercise of this
      Warrant for any purpose whatsoever, nor shall anything contained herein be
      construed to confer upon the Holder any of the rights of a stockholder of the
      Company or any right to vote for the election of directors or upon any matter
      submitted to stockholders at any meeting thereof, or to give or withhold consent
      to any corporate action (whether upon any recapitalization, issuance or
      reclassification of stock, change of par value or change of stock to no par
      value, consolidation, merger or conveyance or otherwise), or to receive notice
      of meetings (except to the extent otherwise provided in this Warrant), or to
      receive dividends or subscription rights, until the Holder shall have exercised
      this Warrant and been issued Warrant Shares in accordance with the provisions
      hereof and continues to hold Warrant Shares.

     

    10.4  Notices

     

    Any
      notices, reports or other correspondence (hereinafter collectively referred
      to
      as “correspondence”)
      required or permitted to be given hereunder shall be sent by postage prepaid
      first class mail, overnight courier or facsimile transmission, or delivered
      by
      hand to the party to whom such correspondence is required or permitted to be
      given hereunder. The date of giving any notice shall be the date of its actual
      receipt. 

     

    10.4.1  All
      correspondence to the Company shall be addressed as follows:

     

    Calibre
      Energy, Inc. 

    1667
      K
      St., NW, Ste. 1230

    Washington,
      DC 20006

    Attn:
      Chief Financial Officer

    Facsimile:
      (202) 223-4406

    


    with
      a
      copy to:

    


    Vinson
      & Elkins LLP

    First
      City Tower

    1001
      Fannin Street, Suite 2300

    Houston,
      Texas 77002-676

    Attn:
      Michael C. Blaney

    Facsimile:
      (713) 758-2222

    


    10.4.2  All
      correspondence to the Holder shall be addressed to the Holder at its address
      appearing in the books maintained by the Company.

     

    11  Amendment
      and Waiver

     

    .
      No
      failure or delay of the Holder in exercising any power or right hereunder shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such right or power, or any abandonment or discontinuance of steps to enforce
      such a right or power, preclude any other or further exercise thereof or the
      exercise of any other right or power. The rights and remedies of the Holder
      are
      cumulative and not exclusive of any rights or remedies which it would otherwise
      have. This Warrant is one of a series of warrants issued by the Company, all
      dated the date hereof and of like tenor, except as to the number of shares
      of
      Common Stock subject thereto (collectively, the “Company
      Warrants”).
      Any
      term of this Warrant may be amended or waived upon the written consent of the
      Company and the holders of Company Warrants representing at least a majority
      of
      the number of shares of Common Stock then subject to outstanding Company
      Warrants; provided that (i) any such amendment or waiver must apply to all
      Company Warrants then outstanding; (ii) the number of Warrant Shares subject
      to
      this Warrant, the Exercise Price or Expiration Date of this Warrant and the
      number of shares or class of stock obtainable upon exercise of this Warrant
      may
      not be amended, and (iii) any amendment that adversely affects any particular
      Holder without a corresponding effect upon all Holders must be approved by
      the
      particular Holder so affected; provided an amendment to or waiver under any
      of
      the provisions of Section 4
      of this
      Warrant shall not be considered an amendment of the number of Warrant Shares
      or
      the Exercise Price. The Company shall promptly give notice to all holders of
      the
      Company Warrants of any amendments effected in accordance with this Section
      11.
      No
      special consideration may be given to any holder as inducement to waive or
      amend
      this Warrant unless such consideration is given equally and ratably to all
      holders of Company Warrants.

     

    12  Governing
      Law

     

    .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Nevada, as such laws are applied to contracts entered into and wholly
      to be performed within the State of Nevada and without giving effect to any
      principles of conflicts or choice of law that would result in the application
      of
      the laws of any other jurisdiction.

     

    13  Covenants
      To Bind Successor and Assigns

     

    .
      All
      covenants, stipulations, promises and agreements in this Warrant contained
      by or
      on behalf of the Company shall bind its successors and assigns, whether so
      expressed or not.

     

    14  Severability

     

    .
      In case
      any one or more of the provisions contained in this Warrant shall be invalid,
      illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby. The parties shall endeavor in good faith
      negotiations to replace the invalid, illegal or unenforceable provisions with
      valid provisions the economic effect of which comes as close as possible to
      that
      of the invalid, illegal or unenforceable provisions.

     

    15  Construction

     

    .
      The
      definitions of this Warrant shall apply equally to both the singular and the
      plural forms of the terms defined. Wherever the context may require, any pronoun
      shall include the corresponding masculine, feminine and neuter forms. The
      section and paragraph headings used herein are for convenience of reference
      only, are not part of this Warrant and are not to affect the construction of
      or
      be taken into consideration in interpreting this Warrant.

     

    16  Remedies

     

    .
      The
      Holder, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Warrant. The Company agrees that monetary damages would not
      be
      adequate compensation for any loss incurred by reason of a breach by it of
      the
      provisions of this Warrant and hereby agrees to waive the defense in any action
      for specific performance that a remedy at law would be adequate. In any action
      or proceeding brought to enforce any provision of this Warrant or where any
      provision hereof is validly asserted as a defense, the successful party to
      such
      action or proceeding shall be entitled to recover reasonable attorneys' fees
      in
      addition to any other available remedy.

     

    [SIGNATURE
      PAGE TO FOLLOW]

     

    


     


    
      
        
           

          Common
            Stock Purchase Warrant

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Company has executed this Common Stock Purchase Warrant
      as
      of the date first written above.

     

    COMPANY:

    


    CALIBRE
      ENERGY, INC.

    


    


    


    By: 

    Prentis
      B. Tomlinson, Jr., President

     

    


     


    NOTICE
      AND

     

    SUBSCRIPTION

     

    To: Calibre
      Energy, Inc.

    ___________________

    ___________________

     

     

    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the attached Warrant for, and to exercise thereunder, __________
      shares of Common Stock, of CALIBRE ENERGY, INC., a Nevada corporation (the
      “Company”),
      and
      tenders herewith payment of $__________, representing the aggregate purchase
      price for such shares based on the price per share provided for in such Warrant.
      Such payment is being made in accordance with Section 0
      of the
      attached Warrant.

     

    The
      undersigned hereby represents and warrants as follows: 

     

    (a) the
      undersigned is acquiring such shares of Common Stock for its own account for
      investment and not for resale or with a view to distribution thereof in
      violation of the Securities Act of 1933, as amended, and the regulations
      promulgated thereunder (the “Securities
      Act”);
      and

     

    (b) the
      undersigned is an “accredited investor” as defined in Rule 501 of Regulation D
      promulgated under the Securities Act and was not organized for the purpose
      of
      acquiring the Warrant or such shares of Common Stock. The undersigned’s
      financial condition is such that it is able to bear the risk of holding such
      securities for an indefinite period of time and the risk of loss of its entire
      investment. The undersigned has sufficient knowledge and experience in investing
      in companies similar to the Company so as to be able to evaluate the risks
      and
      merits of its investment in the Company.

     

    Please
      issue a certificate or certificates for such shares of Common Stock in the
      following name or names and denominations and deliver such certificate or
      certificates to the person or persons listed below at their respective address
      set forth below:

     

     

     

     

     

     

    If
      said
      number of shares of Common Stock shall not be all the shares of Common Stock
      issuable upon exercise of the attached Warrant, a new Warrant is to be issued
      in
      the name of the undersigned for the remaining balance of such shares of Common
      Stock less any fraction of a share of Common Stock paid in cash pursuant to
      Section 3.1
      of the
      attached warrant.

     

    Dated:
      ___________, ____    _________________________________

    Signature

     

    The
      undersigned Calibre Energy, Inc. hereby acknowledges receipt of this Notice
      and
      Subscription and authorizes issuance of the shares of Common Stock described
      above.

     

    Calibre
      Energy, Inc.

    


    


    


    By: 

    Title: 

    Date: 

     

     

    


     


    FORM
      OF ASSIGNMENT

     

    (To
      be
      executed upon assignment of Warrant)

     

    For
      value
      received, __________________________________ hereby sells, assigns and transfers
      unto __________________ the attached Warrant [__% of the attached Warrant],
      together with all right, title and interest therein, and does hereby irrevocably
      constitute and appoint ____________________ attorney to transfer said Warrant
      [said percentage of said Warrant] on the books of CALIBRE ENERGY, INC., a Nevada
      corporation, with full power of substitution in the premises.

     

    If
      not
      all of the attached Warrant is to be so transferred, a new Warrant is to be
      issued in the name of the undersigned for the balance of said
      Warrant.

     

    The
      undersigned hereby agrees that it will not sell, assign, or transfer the right,
      title and interest in and to the Warrant unless applicable federal and state
      securities laws have been complied with.

     

    Dated:
      _____________, ____         

    Signature