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EXHIBIT 10.21    
  


THE SECURITIES EVIDENCED BY THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNDER SAID ACT, WITHOUT REGISTRATION, UNLESS UPON RECEIPT BY MAKER OF AN OPINION OF LEGAL COUNSEL OR A COPY OF A LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, IN EITHER
CASE SATISFACTORY TO MAKER THAT SUCH SECURITIES MAY LEGALLY BE SOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION.


 
 

CONVERTIBLE PROMISSORY NOTE    
  



	$250,000	 	September 18, 2001





    1.  FOR
VALUE RECEIVED, the undersigned, GeoPetro Resources Company, a California corporation ("Maker"), promises to pay to G. Carter Sednaoui, ("Payee"), the principal
sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Principal Amount") together with interest accruing on the unpaid portion of the Principal Amount from the date hereof until maturity at the
annual rate of eight percent (8%), with such interest payable quarterly in arrears. This convertible promissory note shall be referred to herein as the "Note." 


    Subject
to the provisions in Section 5 of this Note, if not previously converted to shares of Maker securities, the Principal Amount and all accrued and unpaid interest thereon
shall be due and payable on September 18, 2004 (the "Maturity Date"). 


    2.  This
Note may be converted in whole by Payee, at Payee's option and in its sole discretion, into shares of the no par voting common stock of Maker ("Share" or
"Shares") at any time on or prior to the Maturity Date. Upon conversion, Payee will be entitled to receive that number of Shares calculated by dividing the sum of the outstanding Principal Amount,
plus accrued but unpaid interest thereon, by four (4) (the "Conversion Ratio"). The Conversion Ratio for all purposes hereunder shall be subject to equitable adjustment from time to time in the
event of any split or reverse split of the Shares prior to the Maturity Date. 


    If,
after one (1) year from the date hereof, the Shares are traded on any exchange, including the NASD Over-the Counter Bulletin Board, at an average market price
equal to or exceeding $5.00 per share for twenty consecutive trading days, then Maker, at its option and in its sole discretion, may, at any time thereafter and prior to the Maturity Date, convert the
Note into Shares. The market price will be determined based on the closing price for the Shares each day. Upon conversion, Payee will be entitled to receive that number of Shares calculated pursuant
to the Conversion Ratio. 


    Upon
a conversion of this Note, Payee shall surrender this Note, duly endorsed, at the principal office of Maker, and Maker shall, at its expense, as soon as practicable thereafter,
issue and deliver to such Payee a certificate or certificates for the number of Shares to which Payee shall be entitled upon such conversion (which certificates shall bear such legends as are required
by applicable state and federal securities laws in the opinion of counsel to Maker). 


    3.  In
conjunction herewith, Payee shall receive warrants, in the form attached as an exhibit hereto (the "Warrant Certificate"), to purchase 25,000 Shares at a price
of $2.50 per Share (the "Exercise Price"), with such Exercise Price being subject to equitable adjustment in the event of a split or reverse split of the Shares prior to expiration of the warrants.
The warrants shall be exercisable during the period commencing upon the date hereof and ending three (3) years hereafter, either in cash or by conversion, as specifically set forth in the
Warrant Certificate. 


    4.  For
a period of five (5) years following the date of this Note (the "Piggyback Rights Period"), if, following the filing and effectiveness of a registration
statement for the offering of Shares by Maker with the Securities and Exchange Commission ("SEC"), Maker proposes to file any other registration statement with the SEC on any of Forms S-1,
S-2 or S-3 (each a "Registration Statement"), Maker will 





 


give written notice to Payee at least thirty (30) days prior to said filing date offering to include up to twenty percent (20%) of the undersigned's Shares received upon actual exercise of the
warrant or conversion of this Note, subject in each case to the limitations set forth herein. Further, provided that if a representative of the underwriter advises Maker that marketing factors require
a limitation on the number of Shares offered, the number of Shares to be included by the holders of registration rights shall be allocated among such persons pro rata in accordance with the number of
shares requested to be included in such registration. Subject to the foregoing limitation, upon receipt by Maker of a request
to include in such filing a registration of Payee's Shares (which request shall include the facts with respect to the proposed distribution), Maker shall include such Shares in such filing at no
expense to Payee, except for the underwriting discounts, commissions and spreads with respect to such Shares, transfer taxes incurred by Payee and fees and expenses of counsel for Payee, if any, all
of which shall be paid by Payee, unless otherwise required by the blue-sky laws of any state. However, if Maker files a Registration Statement during the Piggyback Rights Period, Maker
shall prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep it effective for a period of the lesser of (a) 6 months
following the effective date of any Registration Statement filed on a Form S-1 or S-2, (b) 12 months following the date of any registration statement filed
on Form S-3, and (c) the time when the Shares can be sold pursuant to Rule 144 of the Act or any other rule of similar effect. 


    Payee
agrees that if so requested by an underwriter in connection with the initial public offering of securities by Maker, Payee shall not sell, or make any short sale of, Maker's
securities without the prior written consent of the underwriter for a period of 180 days following the effective date of such Registration Statement. 



    5.  Payee
shall have the right to accelerate this Note and to declare the entire unpaid Principal Amount and the obligations evidenced hereby immediately due and
payable and to seek and obtain payment of this Note upon the occurrence of any of the following events of default (the "Events of Default"): (a) Maker fails to timely pay the interest accruing
on the unpaid portion of the Principal Amount from the date hereof until the Maturity Date; (b) Maker breaches its obligations under the Warrant Certificate; or (c) Maker fails to
fulfill its obligations under Section 4 of this Note. 


    6.  Payee
understands that until such time as the Shares which Payee may receive pursuant to the provisions hereof have been registered under the Securities Act or
otherwise may be sold by Payee pursuant to Rule 144 of the Securities Act of 1933, the certificates for the Shares will bear a restrictive legend (the "Legend") in substantially the following
form: 



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD
OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. 




    7.  All
payments hereunder shall be made in lawful currency of the United States of America at such place as Payee shall designate in writing and shall be payable by
Maker by check or wire transfer. 


    8.  The
validity, construction and performance of this Note, and any action or claim arising out of or relating to this Note, shall be governed by the laws, without
regard to the laws as to choice or conflict
of laws, of the State of California. The forum for disputes is San Francisco, California. Any controversy or claim arising out of or relating to this Note, or breach thereof, including without
limitation claims against either party, its affiliates, employees, professionals, officers or directors shall be settled by binding arbitration in San Francisco, California, in accordance with the
rules of, and as 


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determined by an arbitrator affiliated with, JAMS/Endispute. The arbitrator(s) shall be an active member of the California Bar. In the proceeding, the arbitrator(s) shall apply California substantive
law and the California Evidence Code. The Payee agrees that the arbitrator(s) shall have no authority to award punitive damages, and the Payee has been advised to seek counsel concerning the possible
waiver by Payee of certain rights otherwise available to the undersigned as a consequence of such agreement. The arbitrator(s) shall prepare an award in writing, which shall include factual findings
and any legal conclusions on which the decision is based. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In any such proceeding, the
prevailing party shall be entitled, in addition to any other relief awarded or adjudged, such sum as the arbitrator(s) may fix as and for reasonable attorneys' fees and costs, and the same shall be
included in the award and any judgment. 


    9.  Each
of the terms, provisions and obligations of this Note shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties and their
respective legal representatives, successors and permitted assigns. 


    10. The
Payee hereby agrees to execute such other documents as may be reasonably necessary to consummate the transaction proposed herein, including, but not limited to,
regulatory filings which may be required to be filed in Payee's state of residence. 


    11. Any
notice herein required or permitted to be given shall be in writing and may be personally served or delivered by nationally-recognizable overnight courier or by
facsimile machine confirmed telecopy, and shall be deemed delivered at the time and date of receipt (which shall include telephone line facsimile transmission). The addresses for such communications
shall be: 



If
to Maker: 


GeoPetro
Resources Company

One Maritime Plaza

Suite 400

San Francisco, CA 94111

Attention: Stuart J. Doshi, President and CEO



Phone:
(415) 398-8186 Facsimile: (415) 398-9227 


If
to the Payee: 


Attn:
G. Carter Sednaoui

P. O. Box 213

Princeton, New Jersey 08542



Phone:
609-683-4500

Fax: ________________________ 




    IN
WITNESS WHEREOF, Maker has executed this Note in favor of Payee is of the date first set forth above. 



	 	 	MAKER:
	

 	
 	

GeoPetro Resources Company

a California corporation
	

 	
 	

By:	
 	

  
 Stuart J. Doshi

President and CEO




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THE
SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH
SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. 


 
 

WARRANT TO PURCHASE COMMON STOCK
  of
  GeoPetro Resources Company    
    
    (void after September   , 2004)    
  


    1.  Number of Shares Subject to Warrant.  FOR VALUE RECEIVED, on and after the Commencement Date (as
defined below), and subject to the terms and conditions herein set forth, Holder (as defined below) is entitled to purchase from GeoPetro Resources Company, a California corporation (the
"Company"), at any time before 5:00 p.m. California time on September   , 2004 ("Termination
Date"), at a price per share equal to the Warrant Price (as defined below), the Warrant Stock (as defined below) upon exercise of this Warrant as set forth herein. 


    2.  Definitions.  As used in this Warrant, the following terms shall have the definitions ascribed to
them below: 



    (a) "Commencement
Date" shall mean September   , 2001. 


    (b) "Holder"
shall mean G. Carter Sednaoui ("Sednaoui"), or any person or entity to whom Sednaoui (or his assignees) has assigned his rights hereunder pursuant to the
terms hereof and in whose name this Warrant shall be registered upon the books to be maintained by the Company for that purpose. 


    (c) "Warrant
Price" shall be equal to $2.50 per share, subject to adjustments as described in Section 3 below. 



    (d) "Warrant
Stock" shall mean 25,000 shares of no par voting common stock of the Company ("Common Stock") subject to adjustment as described in Section 3 below. 




    3.  Adjustments and Notices.  The Warrant Stock and the Warrant Price shall be subject to adjustment from
time to time in accordance with the following provisions: 



    (a)  Subdivision, Stock Dividends or Combinations.  In case the Company shall at any time subdivide the
outstanding shares of the Common Stock or shall issue a stock dividend with respect to the Common Stock, the Warrant Price in effect immediately prior to such subdivision or the issuance of such
dividend shall be proportionately decreased (and the number of shares of Warrant Stock proportionately increased), and in case the Company shall at any time combine the outstanding shares of the
Common Stock, the Warrant Price in effect immediately prior to such combination shall be proportionately increased (and the number of shares of Warrant Stock shall be proportionately decreased),
effective at the close of business on the date of such subdivision, dividend or combination, as the case may be. 


    (b)  Reclassification, Exchange, Substitution, In-Kind Distribution.  Upon any
reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Common Stock issuable upon exercise or conversion of this Warrant or upon the
payment of a dividend in Common Stock or property other than Common Stock, the Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of Common Stock and
property that Holder would have received for the Warrant Stock if this Warrant had been exercised immediately before the record date for such reclassification, exchange, substitution, or other event 






 


or immediately prior to the record date for such dividend. The Company or its successor shall promptly issue to Holder a new Warrant for such new Common Stock or other property. The new Warrant shall
provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3 including, without limitation, adjustments to the Warrant
Price and to the number of Common Stock or property issuable upon exercise of the new Warrant. The provisions of this Section 3(b) shall similarly apply to successive reclassifications,
exchanges, substitutions, or other events and successive dividends. 


    (c)  No Impairment.  The Company shall not, by amendment of its Articles of Incorporation or through a
reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of Common Stock or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith
assist in carrying out of all the provisions of this Section 3 and in taking all such action as may be necessary or appropriate to protect the Holder's rights under this Section 3
against impairment. If the Company takes any action affecting the Common Stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be
adjusted downward by an amount that shall compensate Holder as nearly as may be practicable for any such adverse effect. 


    (d)  Notice.  Upon any adjustment of the Warrant Price and any increase or decrease in the number of
shares of the Common Stock purchasable upon the exercise or conversion of this Warrant, then, and in each such case, the Company, as promptly as practicable thereafter, shall give written notice
thereof to the Holder of this Warrant at the address of such Holder as shown on the books of the Company which notice shall state the Warrant Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise or conversion of this Warrant, setting forth in reasonable detail the method of calculation of each. 


    (e)  Fractional Shares.  No fractional shares shall be issuable upon exercise or conversion of the
Warrant and the number of shares to be issued shall be rounded down to the nearest whole share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying the Holder an amount computed by multiplying the fractional interest by the fair market value of a full share. 




    4.  Stockholder Rights.  This Warrant, by itself, as distinguished from any shares of Warrant Stock
obtained hereunder, shall not entitle its Holder to any of the rights of a stockholder of the Company. 


    5.  Reservation of Stock.  On and after the Commencement Date, the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant Stock upon the exercise or conversion of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Warrant Stock issuable
upon the exercise or conversion of this Warrant. The Warrant Stock issuable upon exercise of the Holder's rights hereunder, when issued in accordance with the provisions of this Warrant, will be
validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever, provided, however, that the Warrant Stock issuable
pursuant to this Warrant may be subject to restrictions on transfer under applicable state and/or federal securities laws. 


    6.  Exercise of Warrant.  This Warrant may be exercised in whole or part by the Holder, at any time after
the Commencement Date and prior to the Termination Date, by the surrender of this Warrant, together with the Notice of Exercise and Investment Representation Statement in the forms attached hereto as  Attachments 1 and
2, respectively, duly completed and executed at the principal office of the Company, specifying the portion of the Warrant to
be exercised and accompanied by payment in full of the Warrant Price in cash or by check with respect to the shares of Warrant Stock being purchased. This Warrant shall be deemed to have been
exercised immediately prior to the close 


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of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as
Holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the person or persons entitled to receive
the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise. If the Warrant shall be exercised for less than the total number of shares of Warrant
Stock then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company will execute and deliver a new Warrant, dated the date hereof, evidencing the right of the
Holder to the balance of the Warrant Stock purchasable hereunder upon the same terms and conditions set forth herein. 


    7.  Conversion.  In lieu of exercising this Warrant or any portion hereof, the Holder hereof shall have
the right to convert this Warrant or any portion hereof into Warrant Stock by executing and delivering to the Company at its principal office the written Notice of Conversion and Investment
Representation Statement in the forms attached hereto as Attachments 3 and 2, respectively, specifying the portion of the Warrant to be
converted, and accompanied by this Warrant. The number of shares of Warrant Stock to be issued to Holder upon such conversion shall be computed using the following formula: 



	X = (P)(Y)(A-B)/A
	

where	
 	

X =	
 	

the number of shares of Common Stock to be issued to the Holder for the portion of the Warrant being converted.
	

 	
 	

P =	
 	

the portion of the Warrant being converted expressed as a decimal fraction.
	

 	
 	

Y =	
 	

the total number of shares of Common Stock issuable upon exercise of the Warrant in full.
	

 	
 	

A =	
 	

the fair market value of one share of Warrant Stock, determined in the manner set forth below.
	

 	
 	

B =	
 	

the Warrant Price on the date of conversion.






Any
portion of this Warrant that is converted shall be immediately cancelled. This Warrant or any portion hereof shall be deemed to have been converted immediately prior to the close of business on
the date of its surrender for conversion as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such conversion shall be treated for all purposes as Holder of
such shares of record as of the close of business on such date. As promptly as practicable after such date,
the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such conversion. If
the Warrant shall be converted for less than the total number of shares of Warrant Stock then issuable upon conversion, promptly after surrender of the Warrant upon such conversion, the Company will
execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Stock purchasable hereunder upon the same terms and conditions set forth
herein. For purposes of this Section 7, "fair market value" means the closing price of a Share as quoted by any exchange on which the Shares are traded, including the NASD Over-the
Counter Bulletin Board, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of the Notice
of Conversion. If the Shares are not traded on any exchange, the fair market value of a Share shall be determined by the Company's Board of Directors using its good faith
judgment; provided, however, that if the Holder disagrees with the fair market value determined by the Company's Board of Directors, then the fair market value shall be determined by an appraiser
appointed by the Company and the Holder. If the appraiser determines that the fair market value of a Share is more than 110% of the fair market value determined by the Board,
then the 


3





 


Company shall bear the cost of the appraisal. If the appraiser determines that the fair market value of a Share is not more than 110% of the fair market value determined by the Board, then the Holder
shall bear the cost of the appraisal. 


    8.  Transfer of Warrant.  This Warrant may be transferred or assigned by the Holder hereof in whole or in
part, provided that the transferor complies with applicable federal and state securities laws and provides, at the Company's request, an opinion of counsel reasonably satisfactory to the Company that
such transfer does not require registration under the Act and the securities law applicable with respect to any other applicable jurisdiction and an investment representation statement. In any such
event the Company shall, without charge, and to the extent the then Holder's rights hereunder are so transferred or assigned, execute and deliver a new Warrant in the name of such assignee and, if
applicable, a new Warrant in the name of the then Holder for the portion of the rights hereunder retained by the then Holder and this Warrant shall promptly be cancelled. The Company shall have the
right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 


    9.  Termination.  This Warrant shall terminate at 5:00 p.m. California time on the Termination
Date. 


    10.  Legends.  The stock issuable, directly or indirectly, upon exercise or conversion of the Warrant
shall be imprinted with a legend in substantially the following form: 



THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 




    11.  Miscellaneous.  This Warrant shall be governed by the laws of the State of California, without
regard for the conflicts of law provisions of the State of California or of any other state. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to
constitute a part hereof. Neither this Warrant nor any term hereof may be changed or waived orally, but only by an instrument in writing signed by the Company and the Holder of this Warrant. All
notices and other communications from the Company to the Holder of this Warrant shall be delivered personally, couriered, or mailed via Federal Express or certified or registered mail, postage
prepaid, return receipt requested, to the address furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address to the Company in writing, and if mailed
shall be deemed given upon the date of delivery or first attempted delivery as shown on the return receipt. 



	 	 	GeoPetro Resources Company
	

 	
 	

By:	

  

	

 	
 	

Name:	

  

	

 	
 	

Title:	

  





4





 
 

Attachment 1    
    
    NOTICE OF EXERCISE    
  


TO:    GEOPETRO
RESOURCES COMPANY 


    1.  The
undersigned hereby elects to purchase                        shares of the Warrant Stock of GeoPetro Resources Company pursuant to
the terms of the attached
Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any. 


    2.  Please
issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below: 



	  
 (Name)
	




 (Address)






	

  
 (Date)	
 	

  
 (Name of Warrant Holder)
	

 	
 	

By:	

  

	

 	
 	

Title:	

  










 
 

Attachment 2    
    
    INVESTMENT REPRESENTATION STATEMENT    
    
    Shares of the Common Stock
  (as defined in the attached Warrant) of
  GeoPetro Resources
Company    
  


    In connection with the purchase of the above-listed Common Stock, the undersigned hereby represents to GeoPetro Resources Company (the "Company") as follows: 


    (a) The
Common Stock to be received upon the exercise of the Warrant will be acquired for investment for its own account, not as a nominee or agent, and not with a view
to the sale or distribution of any part thereof, and the undersigned has no present intention of selling, granting participation in or otherwise distributing the same, but subject, nevertheless, to
any requirement of law that the disposition of its property shall at all times be within its control. By executing this Statement, the undersigned further represents that it does not have any
contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any Common Stock issuable upon
exercise of the Warrant. 


    (b) The
undersigned understands that the Common Stock issuable upon exercise of the Warrant at the time of issuance may not be registered under the Securities Act of
1933, as amended (the "Act"), and applicable state securities laws, on the ground that the issuance of such Common Stock is exempt pursuant to Section 4(2) of the Act and state law exemptions
relating to offers and sales not by means of a public offering, and that the Company's reliance on such exemptions is predicated on the undersigned's representations set forth herein. 


    (c) The
undersigned acknowledges that an investment in the Company is highly speculative and represents that it is able to fend for itself in the transactions
contemplated by this Statement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the ability to bear
the economic risks (including the risk of a total loss) of its investment. The undersigned represents that it has had the opportunity to ask questions of the Company concerning the Company's business
and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company's disclosures, and has had all questions which have been asked by
it satisfactorily answered by the Company. 


    (e) The
undersigned acknowledges that the Common Stock issuable upon exercise of the Warrant must be held indefinitely unless subsequently registered under the Act or
an exemption from such registration is available. The undersigned is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information
about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a 





 


"broker's transaction" or in transactions directly with a "market makers" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified
limitations. 



	 	Dated:	  
	 	 	 
	

 	

 	
 	

  
 (Typed or Printed Name)
	

 	

 	
 	

By:	

  

	 	 	 	(Signature)
	

 	

 	
 	

  
 (Title)




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Attachment 3    
    
    NOTICE OF CONVERSION    
  


TO:    GeoPetro
Resources Company 


    1.  The
undersigned hereby elects to acquire                        shares of the Common Stock of GeoPetro Resources Company pursuant to
the terms of the attached Warrant,
by conversion of  percent (  %) of the Warrant. 


    2.  Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: 



	  
 (Name)
	




 (Address)






	

Dated:	

  
	
 	

 	

 
	

 	

 	
 	

  
 (Typed or Printed Name)
	

 	

 	
 	

By:	

  

	 	 	 	(Signature)
	

 	

 	
 	

  
 (Title)




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EXHIBIT 10.21


CONVERTIBLE PROMISSORY NOTE


WARRANT TO PURCHASE COMMON STOCK of GeoPetro Resources Company (void after September , 2004)

Attachment 1 NOTICE OF EXERCISE


Attachment 2 INVESTMENT REPRESENTATION STATEMENT Shares of the Common Stock (as defined in the attached Warrant) of GeoPetro Resources Company

Attachment 3 NOTICE OF CONVERSION