EXHIBIT
B

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THAT ACT.

    


    WARRANT
TO PURCHASE

    ______
SHARES OF COMMON STOCK OF

    COLOMBIA
CLEAN POWER & FUELS, INC.

    


    This
certifies that ______________ or any party to whom this Warrant is assigned in
accordance with its terms is entitled to subscribe for and purchase _____ shares
of the Common Stock of Colombia Clean Power & Fuels, Inc., a Nevada
corporation, on the terms and conditions of this Warrant.

    


    1.           Definitions.  As
used in this Warrant, the term:

    


    1.1           “Business Day” means
any day other than a Saturday, Sunday, or a day on which banking institutions in
the State of New York are authorized or obligated to be closed by law or by
executive order.

    


    1.2           “Common Stock” means
the Common Stock, par value $.001 per share, of the Corporation.

    


    1.3           “Corporation” means
Colombia Clean Power & Fuels, Inc., a Nevada corporation, or its
successor.

    


    1.4           “Expiration Date”
means June 30, 2015.

    


    1.5           “Holder” means
______________ or any party to whom this Warrant is assigned in accordance with
its terms.

    


    1.6           “1933 Act” means the
Securities Act of 1933, as amended.

    


    1.7           “Warrant” means this
Warrant and any warrants delivered in substitution or exchange for this Warrant
in accordance with the provisions of this Warrant.

    


    1.8           “Warrant Price” means
$0.01 per share of Common Stock, as such amount may be adjusted pursuant to
Section 4 hereof.


    
      
         


      

      
        Ex-B-1

        
          

        

      

      
         


      

    

    


    2.           Exercise of
Warrant.  (a)  At any time before the Expiration
Date, the Holder may exercise the purchase rights represented by this Warrant,
in whole or in part, by surrendering this Warrant (with a duly executed
subscription in the form attached) at the Corporation’s principal corporate
office (located on the date hereof in Houston, Texas) and by paying the
Corporation, by certified or cashier’s check, the aggregate Warrant Price for
the shares of Common Stock being purchased.

    


    (b)           This
Warrant may also be exercised by the Holder through a cashless exercise, as
described in this Section 2(b). This Warrant may be exercised, in whole or in
part, by (i) the delivery to the Company of a duly executed exercise form
specifying the number of shares of Common Stock issuable upon exercise of this
Warrant to be applied to such exercise, and (ii) the surrender to a common
carrier for overnight delivery to the Company, or as soon as practicable
following the date the Holder delivers the exercise form to the Company, of this
Warrant (or an indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction). The number of shares of Common Stock to
be issued upon exercise of this Warrant pursuant to this Section 2 (b) shall be
computed as of the date of delivery of this Warrant to the Company using the
following formula:

    


    
      
        
          	 
      	
                  X
      =

                	
                  Y(A-B)

                
	 
      	 
      	
                  A

                
	 	 	 
	
                  where:

                	 
      	 
      
	 
      	
                  X  =

                	
                  the
      number of shares of Common Stock to be issued to the Holder under this
      Section 2(b);

                
	 
      	
                  Y  =

                	
                  the
      number of shares of Common Stock issuable upon exercise of this Warrant
      identified in the exercise form as being applied to the subject
      exercise;

                
	 
      	
                  A  =

                	
                  the
      Current Market Price on such date; and

                
	 
      	
                  B  =

                	
                  the
      Exercise Price on such
date.

                


        

      

    

    


    For
purposes of this Section 2(b), the “Current Market Price”
per share of Common Stock on any day shall mean: (i) if the principal
trading market for such securities is a national or regional securities
exchange, the closing price on such exchange on such day; or (ii) if (i) is
not applicable, and if bid and ask prices for shares of Common Stock are
reported in the over-the-counter market by NASDAQ (or, if not so reported, by
the National Quotation Bureau), the average of the high bid and low ask prices
so reported on such day. Notwithstanding the foregoing, if there is no reported
closing price or bid and ask prices, as the case may be, for the day in
question, then the Current Market Price shall be determined as of the latest
date prior to such day for which such closing price or bid and ask prices, as
the case may be, are available, unless such securities have not been traded on
an exchange or in the over-the-counter market for 30 or more days immediately
prior to the day in question, in which case the Current Market Price shall be
determined mutually by the Board of Directors of the Company and the Holder or,
failing such agreement, at the Company’s expense by an appraiser selected by the
Board of Directors of the Company and reasonably acceptable to the
Holder.  Any determination of Current Market Price by an appraiser
shall be based on a fair valuation of the Company as an entity without regard to
any minority or illiquidity discounts.


    
      
         


      

      
        Ex-B-2

        
          

        

      

      
         


      

    

    


    (c)           Notwithstanding
the provisions of Section 2(a) and 2(b) hereof, the Holder may not exercise the
purchase rights represented by this Warrant until the Corporation consummates
its proposed reverse stock split of the Common Stock.  The Corporation
hereby covenants and agrees with the Holder that it will take all appropriate
action necessary to consummate, and shall consummate, such reverse stock split
on or prior to August 31, 2010.

    


    2.1           Delivery of
Certificates.  Within five (5) days after each exercise of the
purchase rights represented by this Warrant, the Corporation shall deliver a
certificate for the shares of Common Stock so purchased to the Holder and,
unless this Warrant has been fully exercised or expired, a new Warrant
representing the balance of the shares of Common Stock subject to this
Warrant.

    


    2.2           Effect of
Exercise.  The person entitled to receive the shares of Common
Stock issuable upon any exercise of the purchase rights represented by this
Warrant shall be treated for all purposes as the holder of such shares of record
as of the close of business on the date of exercise.

    


    2.3           Issue
Taxes.  The Corporation shall pay all issue and other taxes
that may be payable in respect of any issue or delivery to the Holder of shares
of Common Stock upon exercise of this Warrant.

    


    3.           Stock Fully Paid;
Reservation of Shares.  The Corporation covenants and agrees
that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges.  The Corporation further
covenants and agrees that, during the period within which the Holder may
exercise the rights represented by this Warrant, the Corporation shall at all
times have authorized and reserved for issuance enough shares of its Common
Stock or other securities for the full exercise of the rights represented by
this Warrant.  The Corporation shall not, by an amendment to its
Articles of Incorporation or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant.

    


    4.           Adjustments.  The
Warrant Price and the number of shares of Common Stock that the Corporation must
issue upon exercise of this Warrant shall be subject to adjustment in accordance
with Sections 4.1 through 4.3.

    


    4.1           Adjustment to Warrant Price
for Combinations or Subdivisions of Common Stock.  If the
Corporation at any time or from time to time after the date hereof (1) declares
or pays, without consideration, any dividend on the Common Stock payable in
Common Stock; (2) creates any right to acquire Common Stock for no
consideration; (3) subdivides the outstanding shares of Common Stock (by stock
split, reclassification or otherwise); or (4) combines or consolidates the
outstanding shares of Common Stock, by reclassification or otherwise, into a
lesser number of shares of Common Stock, the Corporation shall proportionately
increase or decrease the Warrant Price, as appropriate.


    
      
         


      

      
        Ex-B-3

        
          

        

      

      
         


      

    

    


    4.2           Adjustments for
Reclassification and Reorganization.  If the Common Stock
issuable upon exercise of this Warrant changes into shares of any other class or
classes of security or into any other property for any reason other than a
subdivision or combination of shares provided for in Section 4.1, including
without limitation any reorganization, reclassification, merger or
consolidation, the Corporation shall take all steps necessary to give the Holder
the right, by exercising this Warrant, to purchase the kind and amount of
securities or other property receivable upon any such change by the owner of the
number of shares of Common Stock subject to this Warrant immediately before the
change.

    


    4.3           Spin
Offs.  If the Corporation spins off any subsidiary by
distributing to the Corporation's shareholders as a dividend or otherwise any
stock or other securities of the subsidiary, the Corporation shall reserve until
the Expiration Date enough of such shares or other securities for delivery to
the Holders upon any exercise of the rights represented by this Warrant to the
same extent as if the Holders owned of record all Common Stock or other
securities subject to this Warrant on the record date for the distribution of
the subsidiary's shares or other securities.

    


    4.4           Certificates as to
Adjustments.  Upon each adjustment or readjustment required by
this Section 4, the Corporation at its expense shall promptly compute such
adjustment or readjustment in accordance with this Section, cause independent
public accountants selected by the Corporation to verify such computation and
prepare and furnish to the Holder a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.

    


    5.           Fractional
Shares.  The Corporation shall not issue any fractional shares
in connection with any exercise of this Warrant.

    


    6.           Dissolution or
Liquidation.  If the Corporation dissolves, liquidates or winds
up its business before the exercise or expiration of this Warrant, the Holder
shall be entitled, upon exercising this Warrant, to receive in lieu of the
shares of Common Stock or any other securities receivable upon such exercise,
the same kind and amount of assets as would have been issued, distributed or
paid to it upon any such dissolution, liquidation or winding up with respect to
such shares of Common Stock or other securities, had the Holder been the holder
of record on the record date for the determination of those entitled to receive
any such liquidating distribution or, if no record is taken, upon the date of
such liquidating distribution.  If any such dissolution, liquidation
or winding up results in a cash distribution or distribution of property which
the Corporation's Board of Directors determines in good faith to have a cash
value in excess of the Warrant Price provided by this Warrant, then the Holder
may, at its option, exercise this Warrant without paying the aggregate Warrant
Price and, in such case, the Corporation shall, in making settlement to Holder,
deduct from the amount payable to Holder an amount equal to such aggregate
Warrant Price.


    
      
         


      

      
        Ex-B-4

        
          

        

      

      
         


      

    

    


    7.           Transfer and
Exchange.

    


    7.1           Transfer.  Subject
to Section 7.3, the Holder may transfer all or part of this Warrant at any time
on the books of the Corporation at its principal office upon surrender of this
Warrant, properly endorsed.  Upon such surrender, the Corporation
shall issue and deliver to the transferee a new Warrant or Warrants representing
the Warrants so transferred.  Upon any partial transfer, the
Corporation shall issue and deliver to the Holder a new Warrant or Warrants with
respect to the Warrants not so transferred.

    


    7.2           Exchange.  The
Holder may exchange this Warrant at any time at the principal office of the
Corporation for Warrants in such denominations as the Holder may designate in
writing.  No such exchanges will increase the total number of shares
of Common Stock or other securities that are subject to this
Warrant.

    


    7.3           Securities Act of
1933.  By accepting this Warrant, the Holder agrees that this
Warrant and the shares of the Common Stock issuable upon exercise of this
Warrant may not be offered or sold except in compliance with the 1933 Act, and
then only with the recipient's agreement to comply with this Section 7 with
respect to any resale or other disposition of such securities.  The
Corporation may make a notation on its records in order to implement such
restriction on transferability.

    


    8.           Loss or
Mutilation.  Upon the Corporation's receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation shall execute and deliver a
new Warrant to the Holder.

    


    9.           Successors. All the
covenants and provisions of this Warrant shall bind and inure to the benefit of
the Holder and the Corporation and their respective successors and
assigns.

    


    10.         Notices. All notices
and other communications given pursuant to this Warrant shall be in writing and
shall be deemed to have been given when personally delivered or when mailed by
prepaid registered, certified or express mail, return receipt
requested.  Notices should be addressed as follows:

    


    (a)           If
to Holder, then to:

    


    I.                                                           [To
Come]


    
      
         


      

      
        Ex-B-5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              If
      to the Corporation, then to:

            


    

    


    Colombia
Clean Power & Fuels, Inc.

    4265 San
Felipe Street, Suite 1100

    Houston,
Texas  77027

    Attention:  Mr.
Edward Mooney

        Chief
Executive Officer

    


    Such
addresses for notices may be changed by any party by notice to the other party
pursuant to this Section 10.

    


    11.           Amendment.  This
Warrant may be amended only by an instrument in writing signed by the
Corporation and the Holder.

    


    12.           Construction of
Warrant.  This Warrant shall be construed as a whole and in
accordance with its fair meaning.  A reference in this Warrant to any
section shall be deemed to include a reference to every section the number of
which begins with the number of the section to which reference is
made.  This Warrant has been negotiated by both parties and its
language shall not be construed for or against any party.

    


    13.           Law
Governing.  This Warrant is executed, delivered and to be
performed in the State of New York and shall be construed and enforced in
accordance with and governed by the New York law without regard to any conflicts
of law or choice of forum provisions.

    


    14.           Limitation on
Exercise.  The Corporation shall not effect the exercise of
this Warrant, and the Holder shall not have the right to exercise this Warrant,
to the extent that after giving effect to such exercise, the Holder (together
with the Holder’s affiliates) would beneficially own in excess of 9.99% of the
shares of the Common Stock outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by the Holder and its affiliates shall
include, without limitation, the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such amount
is being made, but shall exclude shares of Common Stock that would be issuable
upon (i) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by the Holder and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Corporation beneficially owned by the Holder and its affiliates (including,
without limitation, any convertible debentures, convertible notes, convertible
preferred stock or other warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein.  Except as set
forth in the preceding Section, for purposes of this Section, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended.  For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (1) the
Corporation’s most recent Form 10-Q, Form 10-K or other public filing with the
Securities and Exchange Commission, as the case may be, (2) a more recent public
announcement by the Corporation, or (3) any other notice by the Corporation or
its transfer agent setting forth the number of shares of Common Stock
outstanding.  For any reason at any time, upon the written or oral
request of the Holder of this Warrant, the Corporation shall within five
business days confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding.  In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Corporation by the Holder and
its affiliates since the date as of which such number of outstanding shares of
Common Stock was reported. In effecting the exercise of this Warrant, the
Corporation shall be entitled to rely on a representation by the Holder as to
the number of shares that it beneficially owns for purposes of the above 9.99%
limitation calculation.

    


    Dated as
of _______________, 2010

    


    
      
        
          	 
      	
                  COLOMBIA
      CLEAN POWER & FUELS, INC.

                
	 
      	 
      
	 
      	
                  By: 

                	
                     

                
	 
      	 
      	
                  Edward
      Mooney

                
	 
      	 
      	
                  Chief
      Executive Officer

                


        

      

    

     

    
      
         


      

      
        Ex-B-6

        
          

        

      

      
         


      

    


    Colombia
Clean Power & Fuels, Inc.

    


    EXERCISE
FORM

    


    (To be
completed and signed only upon exercise of the Warrants)

    


    
      	
              To: 

            	
              Colombia
      Clean Power & Fuels, Inc.

            


    

    4265 San
Felipe Street, Suite 1100

    Houston,
Texas  77027

    


    Attention:
Secretary

    


    The
undersigned hereby exercises his or its rights to purchase ___________ Warrant
Shares covered by the within Warrant and tenders payment herewith in the amount
of $_________ by [tendering cash or delivering a certified check or bank
cashier’s check, payable to the order of the Company] [surrendering ______
shares of Common Stock received upon exercise of the attached Warrant, which
shares have a Current Market Price equal to such payment] in accordance with the
terms thereof, and requests that certificates for such securities be issued in
the name of, and delivered to:

     

    
      
        
          
            
              
                
                  	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                          (Print Name, Address and Social Security

                        
	 
      	
                          or Tax Identification Number)

                        


                

              

            

          

        

      

    

     

    and, if
such number of shares of Common Stock issuable upon such exercise shall not be
all the shares of Common Stock covered by the within Warrant, that a new Warrant
for the balance of the shares of Common Stock covered by the within Warrant be
registered in the name of, and delivered to, the undersigned at the address
stated below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated:
      ____________, ________

                              	
                                Name: 

                              	 
      
	 
      	 
      	
                                (Please
      Print)

                              
	 
      	 
      	 
      
	 
      	
                                Address: 

                              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                (Signature)

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                (City)              
              (State)               
             
(Zip)

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    FORM
OF ASSIGNMENT

    


    FOR VALUE
RECEIVED, the undersigned registered Holder of this Warrant sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned
under the Warrant, with respect to the number of shares of Common Stock set
forth below (the “Transfer”):

    


    
      
        
          
            
              	
                      Name of Assignee

                    	
                        

                    	
                      Address

                    	
                        

                    	
                      No. of Shares

                    
	 
      	 
      	 
      	 
      	 
      


            

          

        

      

    

    


    The
undersigned irrevocably constitutes and appoints  as the
undersigned’s attorney-in-fact, with full power of substitution, to make the
transfer on the books of Colombia Clean Power & Fuels, Inc.

    


    Dated:

    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  (Signature)