Application
      Form

                  Glen
      Rose Petroleum Corporation

                	
                  ABG
      Sundal Collier Norge ASA, Fax: +47 22 01 60 62

                
	
                  7
      January – 12 January 2011

                	 
      


        

      

    

    


    Glen Rose
Petroleum Corporation, a company incorporated in the State of Delaware, the
United States (the “Company”), is proposing an
offering (the “Offering”) towards a limited
number of certain professional investors in Norway, the United Kingdom, the
Channel Islands, Bahamas, the United Arab Emirates and Switzerland of up to
14,000 units (the “Units”) for a purchase price
of USD 300 per each Unit (the “Purchase Price”), provided that the
Company is not required to file a prospectus, application for such or other
similar documentation. Minimum subscription and allocation amount per
investor is the NOK equivalent to EUR 50,000. Expected use of proceeds from
the Offering is to (i) drill, case and complete up to 10 delineation/production
wells to a depth below the Trinity Basal Sands (approx. 275 meters) spaced
widely across the leased acreage (the “Wells”), (ii) evaluate cores, logs and
oil samples from the Wells, (iii) commission and publish a full resource
evaluation, (iv) finalize a field-wide development plan, and (iv) provide for
the working capital needs of the Company. The completion of the Offering is
subject to conditions as mentioned in section 8 below, including inter alia
necessary corporate resolutions in the Company hereunder but not limited to
final approval by the Board of Directors (the “Board”). The Company has
engaged ABG Sundal Collier Norge ASA (the “Manager”) as Manager for the
Offering.

    


    Each Unit
comprises (i) 1 new preferred share in the Company with par value USD 0.0001,
convertible into 1,000 common shares (each a “Common Share”), (ii) 1 warrant
for each Common Share into which the preferred shares are convertible, which
carries the right to have 1 new Common Share issued by the Company at the
subscription price of USD 0.40 per Common Share prior to the second anniversary
of the issue date, and (iii) 1 warrant for each Common Share into which the
preferred shares are convertible, which carries the right to have 1 new Common
Share issued by the Company at the subscription price of USD 0.60 per Common
Share prior to the third anniversary of the issue date. The properties of the
preferred shares and  Common Shares are described in the Certificate
of Incorporation of the Company, Certificate of Merger of the Company and United
Heritage Corporation, the Certificate of Designation of Preferences, Rights and
Limitations of Series D Convertible Preferred Stock and the Company’s bylaws
attached hereto as Appendix 1.The
properties of the warrants described in this paragraph (ii) and (iii) are
described in the warrant certificate attached hereto as Appendix 2 and 3
respectively (collectively the “Warrants”).

    


    Investment in the Company and the
Units involves significant risks.  Prospective Applicants are inter
alia hereby informed that the Company in the promissory notes (the “Promissory
Notes”) issued by the Company in March 2010 has pledged all its assets to the
lenders in the Promissory Notes.  Due to the
Company’s  default of the Promissory Notes related to the need to
increase the number of its authorized shares of common stock from 20 million to
125 million shares, the interest rate for this facility is 15%, a portion of
which interest, at the election of the Company, may be deferred to the maturity
date by increasing the principal amount of the Promissory Notes by such amount,
which will accrue interest at the default rate until the maturity date. The
Company has obtained a waiver regarding the default of the Promissory Notes that
are subject to certain terms and conditions. Prospective Applicants are also
inter alia informed that the Company is currently in several legal disputes, as
further described in the Risk Factors attached hereto. A non-exhaustive summary of risk
factors related to investments in the Company is attached hereto as Appendix
4. The Applicant is
aware that the Units
will be issued by the Company in registered form as physical share and warrant
certificates (as opposed
to be recorded in the Norwegian Central Securities Depository – VPS), that the transferability of the
preferred shares (and
the Common
Shares into which they
convert) and warrants
comprising a Unit is restricted as further described in section 4, and that neither the preferred shares, the Common Shares nor the Warrants are subject to trading on any
regulated market place
and may never be so in the future. 

    


    The
application period will begin on 7 January 2011 and close on 12 January
2011 at 16:00 (CET)  (the “Application Period”). The
Application Period may, without notice to the applicants, close earlier, however
not prior to 11 January 2011 at 16:00 (CET), and/or be extended by the Company
at the Company’s discretion, on one or more occasions, but shall not be extended
longer than  28 February 2011 at 17:30 (CET). If the Application
Period is changed, applicants will still be bound by their applications for
Units and the other dates referred to herein may be changed
accordingly.

    


    Application
guidance

    Applications
to participate in the Offering (an “Application”) shall be placed
by completing and signing this Application Form and delivering the same to the
Manager within the Application Period. By completing, signing and returning this
Application Form (including the Terms and Conditions of
Application starting on page 2 hereof including appendices and the Offering
Documentation as defined below) (collectively the “Agreement”) to the Manager,
the undersigned (the “Applicant”) confirms its
request to purchase Units in accordance with this Agreement, including the
number of Units as stated in the table below. The Application is irrevocable and
cannot be withdrawn, cancelled or modified by the Applicant after being received
by the Manager. The Applicant irrevocably undertakes to purchase the number of
Units allocated to the Applicant in the Offering (the “Allocated Units”) and irrevocably
authorizes and instructs each of the Manager and the Company, or any party as
authorized and appointed by each of them, to subscribe for Units allocated to
the Applicant in the Offering with the Applicant as beneficiary. Subject to any
changes to the Application Period, this Agreement must be in the possession of
the Manager before the expiry of the Application Period to be taken into account
in connection with the allocation of Units in the Offering. The Manager may, in
its sole discretion, also accept Applications placed by taped non-US originated
phone or electronic communications within the Application Period, provided that
the Application is subsequently confirmed by the execution of this Agreement
before closing of the Offering. The Applicant bears the risk of any delay in the
postal communication, busy facsimiles, data problems or other communications
failure or delay preventing orders from being received by the Manager within the
Application Period. Note:
In order to purchase Units, the Applicant must satisfy the
applicable requirements pursuant to the Norwegian Money Laundering Act of 6
March 2009 and the respective associated regulations.

    


    Allocation
and payment

    The final
number of Units to be issued by the Company in the Offering will be determined
by the Board following expiry of the Application Period. Notification of
allocation and payment instructions will be sent to the Applicant on or about
[  ] January 2011, subject to any extension. The due date for payment
of the Purchase Price for the Allocated Units (the “Purchase Amount”) will be
specified in the payment instruction to the Applicant. Any Purchase Amount shall
be paid into an escrow account with the Manager, until closing of the Offering
occurs as further described in section 8 below. Overdue payments will be charged
with interest at a rate according to the Norwegian Act on Interest on Overdue
Payments of 17 December 1976 No. 100, currently being 9.00% p.a. If the
Applicant fails to comply with the terms of payment, each of the Manager and the
Company reserve the right to, in whole or in part, cancel the allocation,
allocate the Allocated Units to another purchaser and/or to re-sell all or part
of the Allocated Units for the Applicant’s account and risk on such terms and
such conditions as each of the Manager and/or the Company may decide pursuant to
applicable laws and regulations. The Applicant will be liable for any loss, cost
or expense suffered or incurred by the Company and/or the Manager as a result of
or in connection with such re-sale or the Applicant’s failure to make timely
payment, and the Applicant will also be liable to pay the Purchase Amount in
such event. Upon timely payment of the Purchase Amount, the Allocated Units are
expected to be delivered to the Applicant on or about [ ] January 2011,
contemporaneously with the release of funds to the Company

    


    SPECIFICATION
OF APPLICATION


    
      
        
          	
                   
      Number of Units applied for

                   

                	
                    For
      the use of the Manager

                


        

      

    

    


    
      
        
          	
                  Applicant to sign Appendix 5 attached and return
      to Manager.

                	 
      	 
      
	
                  Application
      place and date

                	 
      	
                  Binding
      signature

                  The
      Applicant must be of the age of majority. When signing on behalf of
      another person, appropriate evidence of authority must be
      provided.

                


        

      

    

    


    DETAILS
OF THE APPLICANT (MUST BE COMPLETED)

    


    
      
        
          	
                  Applicant’s
      name

                
	
                  Contact
      person with the Applicant

                
	
                  Business
      address / Postal address

                
	
                  Company
      registration number /date of birth and national ID
  number

                
	
                  Telephone

                
	
                  Telefax
      / e-mail

                
	
                  Contact
      information for the Applicant’s custodian (if
  any)

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Terms
and Conditions of Application

    


    The
following terms and conditions apply to and constitute an integral part of this
Agreement between the Applicant, the Manager and the Company.

    


    
      	
               
      

            	
              1.

            	
              Representations
      and Warranties/Risks

            


    

    


    The
Applicant is relying solely on publicly available information, the Investor
Presentation for the Company dated [ ] January 2011 (the “Investor Presentation”) and
this Agreement with appendices, which have been prepared in connection with the
Offering (all aforementioned Offering documentation collectively referred to as
the “Offering
Documentation”), and has not relied on any further representations,
warranties, opinions, projections, financial or other information or analysis
supplied to it by any employee, director, officer, advisor, agents or
representative of the Company or the Manager, or any of their respective
affiliates (collectively the “Representatives”) other than
included in the Offering Documentation. The Applicant is expressly advised that
an investment in the Company entails significant risks, and the Applicant must
read the Offering Documentation carefully including the “Risk Factors” included
therein including the summary of certain risk factors in Appendix 4 hereof. In
addition to those risks, the Company asks you to take notice of the fact that,
by the Promissory Notes, the Company’s primary secured lender has the right to
nominate for the term of its indebtedness, and has nominated, a director (the
“Nominated Director”) to
the Company’s board of directors, with a veto right over certain major issues.
Under the amended bylaws, the Nominated Director must approve certain business
decisions without regard to the vote of the other Directors, including (i) the
Company’s or Subsidiary’s annual budget (which has been approved for 2010 –
2011); (ii) acquisition or disposition of material assets, outside the ordinary
course of business; (iii) formation or dissolution of the Company or Subsidiary;
(iv) expenditure of or incurring of an obligation of $20,000 or more for a
single purpose during any consecutive twelve month period unless such
expenditure has been approved in a budget approved by the board of directors of
the Company or Subsidiary (“single purpose” may include an
approved general plan of operations relating to oil and gas production and shall
not be a reference to the engagement of any single vendor in connection with
such approved general plan of operations relating to oil and gas production),
provided such expenditure has been approved in a budget approved by the board of
directors of the Company and Subsidiary, as applicable;  (v) open or
close any account with any financial institution; (vi) initiation or settlement
of any litigation, arbitration or judicial proceeding; and (vii) the issuance of
any equity of the Company or right to receive or acquire any equity of the
Company, or modification of any of the foregoing outstanding at any
time.  The Nominated Director bylaw provision ceases to be effective
when the indebtedness is repaid. When applying for Units in the Offering, the
Applicant confirms that the Applicant has had access to and read the Offering
Documentation. The Applicant has sufficient knowledge, sophistication and
experience in financial and business matters to be capable of evaluating the
merits and risks of a decision to invest in the Company by purchasing Units, and
the Applicant is able to bear the economic risk, and to withstand a complete
loss of an investment in the Units/the Company. The Applicant has had access to
such financial and other information concerning the Company and the Units as it
deems necessary or desirable in connection with the Application and purchase of
Units, and has made such investigation with respect thereto as it deems
necessary. The Applicant has made its own assessment of the Company, its
business operations, the Units and the terms of the Offering and has, to the
extent deemed necessary by the Applicant, consulted with its own independent
advisors concerning the relevant financial, operation, tax, legal, currency and
other economic considerations relating to its investment in the Units. The
Applicant expressly recognizes that the Units are being offered on the basis of
the Offering Documentation and publicly available information only and that no
offering prospectus has been published in connection with the Offering at the
time of Application or purchase. The Company has reporting obligations with the
United States Securities and Exchange Commission, and files inter alia annual
and quarterly financial reports that are publicly available at www.sec.gov. The
Applicant consents to the electronic delivery of the Offering
Documentation.

    


    
      	
               
      

            	
              2.

            	
              Use
      of Proceeds

            


    

    


    Expected
use of proceeds from the Offering is to (i) drill, case and complete up to 10
delineation/production wells to a depth below the Trinity Basal Sands (approx.
275 meters) spaced widely across the leased acreage (the “Wells”), (ii) evaluate
cores, logs and oil samples from the Wells, (iii) commission and publish a full
resource evaluation, (iv) finalize a field-wide development plan, and (iv)
provide for the working capital needs of the Company. The Applicant is hereby
made aware and accepts that the use of proceeds from the Offering may not be
sufficient for the intended use and/or may be used for other purposes than
indicated herein in part or in full.

    


    
      	
               
      

            	
              3.

            	
              Restrictions
      for UK Applicants

            


    

    


    Each U.K.
Applicant confirms that it understands that the Offering has only been
communicated to persons who have the requisite professional experience,
knowledge and expertise in matters relating to investments and are “investment
professionals” for the purposes of Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended); and only in
circumstances that do not result in an offer to the public (for the purposes of
102B of the Financial Services and Markets Act 2000 (“FSMA”)) or where, in
accordance with section 86(1) of FSMA, the requirement to provide an approved
prospectus in accordance with the requirement under section 85(1) FSMA does not
apply, and consequently the Applicant confirms that it understands that the
Shares will be offered to or directed at only “qualified investors” for the
purposes of sections 86(1) of FSMA, or offered to or directed at fewer than 100
investors in the United Kingdom (in total, other than qualified investors), or
where the statutory minima are placed on the consideration or denomination of
Shares that can be made available (all such persons being referred to as
“relevant persons”). Any application or subscription for the Shares or any other
investment or investment activity in relation to the Shares is available only to
relevant persons and will be engaged in only with relevant person, and any
person who is not a relevant person should not rely on this
document.

    


    
      	
               
      

            	
              4.

            	
              Transferability

            


    

    


    The
Applicant hereby confirms that it understands that the Units purchased and
subscribed for hereunder (including the respective preferred shares, Common
Shares and Warrants) have not and will not be registered under the U.S.
Securities Act and are subject to certain restrictions on transfer. The
certificates will bear the following restrictive legend:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    "THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED THEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  ACCORDINGLY,
NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE
1933 ACT) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT."

    


    As
further described in this section 4 above and in Appendix 5, the preferred
shares, Common Shares and the Warrants issued in this Offering cannot be traded
within the United States or to U.S. Persons or to persons acquiring the
securities for the account or benefit of any U.S. person for a period of six
months from the issue date,. After this date, the preferred shares, Common
Shares and the Warrants may be traded within the United States and to U.S.
Persons to the extent permitted in accordance with Rule 144 under the 1933 Act.
The preferred shares, Common Shares and Warrants may be traded to non-U.S.
Persons outside the United States from the date of issue provided that prior to
the date that is six months from the issue date, any purchaser (A) certifies
that the purchaser is not a U.S. person and is not acquiring the securities for
the account or benefit of any U.S person or is a U.S. person who purchased
securities in a transaction that did not require registration under the 1933 Act
and (B) agrees to resell such securities only in accordance with the provisions
of Regulation S, pursuant to a registration under the 1933 Act or pursuant to an
applicable exemption from registration and (C) agrees not to engage in hedging
transactions with regard to the securities unless in compliance with the 1933
Act.. Certain of the Company’s issued Common Shares have been registered with
the United States Securities and Exchange Commission and are publicly traded and
quoted on the OTC Bulletin Board in the United States (www.otcbb.com) under
ticker symbol “GLRP.OB”. The Company does not intend to register the preferred
shares, the Common Shares or the Warrants issued in this Offering with the
United States Securities and Exchange Commission, and no guarantees can be made
that there will be a public market for the preferred shares, the Common Shares
or the Warrants issued in this Offering.

    


    
      	
               
      

            	
              5.

            	
              Corporate
      Governance

            


    

    


    The
Company is incorporated in the State of Delaware, the United States and subject
to legislation of the State of Delaware, the United States and the provisions of
the Company’s certificate of incorporation, certificate of merger with United
Heritage and bylaws. Such legislation and provisions are significantly different
from companies incorporated in Norway. It cannot be excluded that Applicants
will be afforded less protection as shareholders in the Company than what would
otherwise be the case for a company incorporated in Norway. It is also referred
to the veto rights for the Nominated Director as further described in section 1
above.

    


    
      	
               
      

            	
              6.

            	
              Disclaimer

            


    

    


    By
placing an Application pursuant to this Agreement, the Applicant irrevocably
confirms that it understands and expressly agrees that it is applying for Units
on the basis that:

    
      	
            	
              (1)

            	
              The
      Company and Manager, and their respective Representatives, expressly
      disclaims any liability whatsoever towards the Applicant in connection
      with the Offering.

            


    

    
      	
            	
              (2)

            	
              The
      Company and the Manager, and their respective Representatives, make no
      undertaking, representation or warranty, express or implied, to the
      Applicant regarding the accuracy or completeness of the information
      (whether written or oral and whether included in the Offering
      Documentation or elsewhere), concerning the Company or the Offering
      received by the Applicant whether such information was received through
      the Manager, the Company, their respective Representatives, or
      otherwise.

            


    

    


    
      	
               
      

            	
              7.

            	
              Allocation
      criteria

            


    

    


    Allocation
will be made at the sole discretion of the Board taking into account, inter
alia, factors such as perceived investor quality, size and timeliness of
Application. The Board reserves the right to limit the total number of
Applicants to whom Units will be issued by applying appropriate criteria,
including but not limited to drawing lots and deletion of Applications. The
Company reserves the right, at its sole discretion, to reject and/or reduce any
and all Applications, in whole or in part, or to cancel the Offering, and to
treat incorrect, incomplete and delayed Applications as valid. No Applicant will
be allocated Units in the Offering with an aggregate purchase price
equivalent to less than EUR 50,000.

    


    
      	
               
      

            	
              8.

            	
              Conditions for completion of
      the Offering

            


    

    


    The
completion of the Offering is conditional upon (i) the corporate resolutions of
the Company required to implement the Offering, including approval by the Board,
(ii) that any rights of first refusal, or similar rights, to purchase the
preferred shares, Common Shares or Warrants to be issued in the Offering have
either lapsed or been waived, (iii) payment of the Purchase Amount for all the
Applicants against delivery of the Units to the Applicants, (iv) the filing of a
revised Certificate of the Designation with the Secretary of State of Delaware
setting the voting rights of the preferred shares to be issued in the Offering
at 1,000 votes per share, and (v) legal opinion by the Company’s counsel issued
to the Applicants, to the satisfaction of the Manager, that a) the Company is in
good legal standing, b) any rights of first refusal, or similar rights, to
purchase the preferred shares, Common Shares or Warrants to be issued in the
Offering (including as a result of converting the preferred shares or upon
exercising the Warrants into Common Shares) have either lapsed or been waived,
and c) the preferred shares, Common Shares and Warrants to be issued in the
Offering are (or, in the case of the Common Shares, will be) validly and legally
issued and duly evidenced by the preferred share and Warrants certificates to be
delivered to the Applicants contemporaneously with the closing. The Offering is
not subject to receiving Applications for a minimum number of Units nor issue a
minimum number of Units. 

    


    You are
advised that the Company has obtained the written consent of the holders of a
majority of the outstanding common stock, approving an amendment to the Articles
of Incorporation of the Company to increase the authorized Common Stock from 20
million to 125 million (and maximum 150 million) Common Shares and authorized
preferred stock from 1 million to 5 million preferred shares, and thereafter
will file an amendment to the Articles of Incorporation with the Secretary of
State of the State of Delaware to effect such increases to the authorized common
stock and preferred stock of the Company so that such increases are effective no
later than 90 days after the date hereof. Upon notification from the Secretary
of State of the State of Delaware that the filing is effective, the preferred
shares automatically will convert into Common Shares and you will be issued
replacement certificates reflecting your ownership of the Common
Shares.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.

            	
              Duration of the
      Agreement

            


    

    


    If the
conditions for completion of the Offering, as described in section 8 above, have
not been satisfied within 28 February 2011, this Agreement shall cease to
be binding for the Applicant, the Company and the Manager.

    


    
      	
            	
              10.

            	
              Confidentiality

            


    

    


    The offer
to participate in the Offering is personal and cannot be forwarded or made known
to any third party. The Applicant hereby undertakes to keep the contents of this
Agreement, the Offering Documentation and any information made available
pursuant to it confidential, including but not limited to the fact that any
agreement has been entered into, until the information has been duly announced
by the Company.

    


    The
Applicant hereby authorizes each of the Company and the Manager to produce this
Agreement or a copy hereof to any party in any administrative or legal
proceedings or official inquiry with respect to matters covered
hereby.

    


    
      	
            	
              11.

            	
              Reporting requirements to the
      Applicant

            


    

    


    Applicants
becoming directly or indirectly owner of 5% or more of the Company’s Common
Shares will be required to file an ownership report to the United States
Securities and Exchange Commission. There are further ownership filing
requirements to the United States Securities and Exchange Commission for
higher ownership levels.

    


    
      	
            	
              12.

            	
              Regulatory
      issues

            


    

    


    In
accordance with the Norwegian Securities Trading Act, the Manager must
categorize all new customers in one of three customer categories; Eligible
counterparties, Professional and Non-professional clients. All investors that
are applying for Units under the Offering and which are not existing client of
the Manager will be categorized as Non-professional clients unless otherwise is
communicated in writing by the Manager. The Applicant can by written request ask
to be categorized as a Professional client if it fulfils the relevant provisions
of the Norwegian Securities Trading Act. For further information about the
categorization the Applicant may contact the Manager. The Manager will treat the
Application as an execution-only instruction from the Applicant to apply for
Units in the Offering, since the Manager is not in the position to determine
whether the Application for Units is suitable or not for the Applicant. Hence,
the Applicant will not benefit from the corresponding protection of the relevant
conduct of business rules in accordance with the Norwegian Securities Trading
Act.

    


    The
Applicant acknowledges that under the Norwegian Securities Trading Act (and the
Norwegian Commercial Banks Act) there is a duty of secrecy between the different
units within the Manager as well as between the Manager and the rest of the
entities in its respective group. This may entail that other employees of the
Manager or of the Manager’s group may have information that may be relevant to
the Applicant, but which the Manager will not have access to.

    


    The
Manager is an investment firm, offering a broad range of investment services. In
order to ensure that assignments undertaken in the Manager’s corporate finance
departments are kept confidential, the Manager’s other activities, including
analysis and stock broking, are separated from their corporate finance
departments by Chinese walls. The Applicant acknowledges that Manager’s analysis
and stock broking activity may act in conflict with the Applicant's interests
with regard to transactions of the Units as a consequence of such Chinese
walls.

    


    In order
to apply for Units pursuant to the Agreement, the Applicant must satisfy the
applicable requirements of the Norwegian Money Laundering Act of 6 March 2009
no. 11 and associated regulations. Applicants who are not registered as clients
with the Manager must therefore complete the Manager’s Customer Registration
Forms and send it to the Manager immediately by fax or email in order to be
considered for an allocation of Units in the Offering. Such Forms may be
obtained by contacting the Manager.

    


    
      	
            	
              13.

            	
              Liability

            


    

    


    The
authorization and instruction to subscribe for Units granted to the Company and
Manager (or those authorised and appointed by them) under this Agreement is
irrevocable and without reservations, and the Applicant is obligated to
indemnify the Company and the Manager for any demands and/or claims connected to
the execution of the authorization and instruction. The Company and the Manager
hereby expressly disclaims any liability whatsoever towards the Applicant in
connection with the Offering, including with respect to this authorization and
instruction to subscribe for Units.

    


    
      	
            	
              14.

            	
              Authority

            


    

    


    The
Applicant has full power and authority to execute and deliver this Agreement and
to apply for and purchase Units and is authorized to pay all amounts it has
committed to pay subject to the satisfaction of the terms stated herein for
completion of the Offering.

    


    The
Applicant’s obligation to pay for the Allocated Units shall apply even if the
Applicant should not have the right to apply for and/or purchase the Allocated
Units. In such event, the Applicant shall nonetheless pay the Purchase Amount,
and shall notify the Company as to whom the Allocated Units shall be
delivered.

    


    
      	
            	
              15.

            	
              Assignment

            


    

    


    The
representations, confirmations, acknowledgements and waivers given by the
Applicant in this Agreement (including those relating to governing law and
jurisdiction) are given for the benefit of each of the Company, the Manager, and
their respective Representatives, and are intended to be enforceable by each of
the Company, the Manager, and their respective Representatives, without the
prior consent of any other party hereto.

    


    The
Applicant may not assign or novate this Agreement without the prior written
consent of the Company (which the Company may refuse at its absolute
discretion).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
            	
              16.

            	
              Contract
      rights

            


    

    


    There are
no warranties, assurances, covenants or undertakings (express, implied,
statutory or otherwise) given by or on behalf of the Company and/or the Manager,
and/or their respective Representatives, other than those expressly set forth,
described or referred to in this Agreement and the Applicant acknowledges that
it has not been induced to enter into this Agreement by any representation,
warranty or undertaking not expressly incorporated herein. All warranties
implied by law are hereby waived.

    


    Without
prejudice to the generality of the above clause, the Applicant shall not have
any claim or remedy in respect of any form of misrepresentation or any untrue
statement (whether negligent or otherwise and whether made at any time prior to
expiry of the Application Period and/or in this Agreement).

    


    
      	
            	
              17.

            	
              Waiver

            


    

    


    Each
party agrees that no failure or delay by the other party in exercising any
right, power or privilege hereunder will operate as a waiver thereof, nor will
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege hereunder.

    


    
      	
            	
              18.

            	
              Entire
      Agreement

            


    

    


    This
Agreement contains the entire agreement between the Applicant, the Company and
the Manager relating to the subject matter of this Agreement, and supersedes all
prior written or oral discussions, negotiations and agreements among them
regarding such matters. Otherwise than provided herein, no modifications of this
Agreement or waiver of the terms and conditions hereof will be binding upon the
Applicant, the Company and/or the Manger unless approved in writing by each of
the Applicant, the Company and the Manager.

    


    Notwithstanding
that any term of this Agreement may be or become enforceable by a person who is
not a party to it, the terms of this Agreement or any of them may be varied,
amended or modified or this Agreement may be suspended, cancelled or terminated
by agreement in writing between the parties or this Agreement may be rescinded
(in each case), without the consent of any such third party.

    


    
      	
            	
              19.

            	
              Governing
      law

            


    

    


    This
Agreement shall be governed by, and construed in accordance with, Norwegian
Law.

    


    In
relation to any legal action or proceedings to be taken, arising out of or in
connection with this Agreement (“Proceedings”), each of the
Company, the Manager and the Applicant irrevocably submits to the exclusive
jurisdiction of the Norwegian courts with Oslo District Court as legal venue,
and waives any objections to Proceedings in such courts on the grounds of venue
or on the grounds that Proceedings have been brought in an inappropriate
forum.

    


    If any
provision of this Agreement shall, for any reason, be adjudged by any court of
competent jurisdiction to be invalid or unenforceable, such judgment shall not
affect, impair or invalidate the remainder of this Agreement but shall be
confined in its operation to the provision of this Agreement directly involved
in the controversy in which such judgment shall have been rendered.

    


    7 January
2011

    


    
      
        	
                Glen
      Rose Petroleum Corporation

              	 
      	
                ABG
      Sundal Collier Norge ASA

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Appendix
1


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    CERTIFICATE
OF INCORPORATION OF GLEN ROSE PETROLEUM CORPORATION

    


    CERTIFICATE OF MERGER OF GLEN ROSE
PETROLEUM CORPORATION

     

    ARTICLES
OF MERGER OF UNITED HERITAGE CORPORATION A Utah Corporation (the non-surviving
corporation) and GLEN ROSE PETROLEUM CORPORATION A Delaware
Corporation

    (the
surviving corporation)

    


    GLEN ROSE PETROLEUM
CORPORATION AMENDED AND RESTATED
CERTIFICATE OF
DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE
PREFERRED STOCK

    


    BYLAWS OF GLEN ROSE PETROLEUM
CORPORATION

     

    WRITTEN
CONSENT TO ACTION OF THE BOARD OF DIRECTORS OF GLEN ROSE PETROLEUM CORPORATION –
AMENDMENT TO THE BYLAWS


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    CERTIFICATE
OF INCORPORATION

    OF

    Glen Rose
Petroleum Corporation

    


    FIRST: The
name of the corporation is: Glen Rose Petroleum
Corporation

    


    SECOND:
Its registered office in the State of Delaware is located at 16192
Coastal Highway, Lewes, Delaware 19958-9776, County of Sussex. The registered
agent in charge thereof is Harvard Business Services, Inc.

    


    THIRD: The
purpose of the corporation is to engage in any lawful activity for which
corporations may be organized under the General Corporation Law of
Delaware.

    


    FOURTH:
The total number of authorized shares which the corporation is authorized
to issue 20,000,000
shares of common stock having a par value of $ 0.001000 per share and 1,000,000 shares of preferred
stock having a par value of  $0.001000 per
share.

    


    The
number of authorized shares of preferred stock or of common stock may be raised
by the affirmative vote of the holders of a majority of the outstanding shares
of the corporation entitled to vote thereon.

    


    All
shares of common stock shall be identical and each share of common stock shall
be entitled to one vote on all matters.

    


    The board
of directors is authorized, subject to limitations prescribed by law and the
provisions of this Article Fourth, to provide by resolution or resolutions
for the issuance of the shares of preferred stock in one or more series, and by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares included in any such series,
and to fix the designation, powers, preferences and rights of the shares of any
such series and the qualifications, limitations or restrictions
thereof.

    


    FIFTH: The
business and affairs of the corporation shall be managed by or under the
direction of the board of directors, and the directors need not be elected by
ballot unless required by the bylaws of the corporation.

    


    SIXTH:
This corporation shall be perpetual unless otherwise decided by a
majority of the Board of Directors.

    


    SEVENTH:
In furtherance and not in limitation of the powers conferred by the laws
of Delaware, the board of directors is authorized to amend or repeal the
bylaws.

    


    EIGHTH:
The corporation reserves the right to amend or repeal any provision in
this Certificate of Incorporation in the manner prescribed by the laws of
Delaware.

    


    NINTH: The
incorporator is Richard H. Bell in care of Harvard Business Services, Inc.,
whose mailing address is 16192 Coastal Highway, Lewes, DE
19958-9766.

    


    TENTH: To
the fullest extent permitted by the Delaware General Corporation Law a director
of this corporation shall not be liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.

    


    I,
Richard H. Bell, for the purpose of forming a corporation under the laws of the
State of Delaware do make and file this certificate, and do certify that the
facts herein stated are true; and have accordingly signed below, this 22nd day
of May, 2008.

    


    
      
        
          
            
              	
                      Signed

                      and

                      Attested 

                      to
      by:

                    	
                      /s/ Richard H. Bell

                    
	 
      	
                      Richard
      H. Bell, Incorporator

                    
	 
      	
                      HARVARD
      BUSINESS SERVICES,
INC.

                    


            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    CERTIFICATE
OF MERGER

     

    OF

     

    GLEN
ROSE PETROLEUM CORPORATION

    A
Delaware Corporation

    (the
surviving corporation)

     

    and

     

    UNITED
HERITAGE CORPORATION

    A
Utah Corporation

    (the
non-surviving corporation)

    


    Pursuant
to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned
corporation executed the following Certificate of Merger:

    


    FIRST:  The name of
the surviving corporation is Glen Rose Petroleum Corporation, a Delaware
corporation, and the name of the corporation being merged into this surviving
corporation is United Heritage Corporation, a Utah corporation.

    


    SECOND:  The
Agreement and Plan of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations pursuant to Title 8,
Section 252 of the General Corporation Law of the State of
Delaware.

    


    THIRD:  The name of
the surviving corporation is Glen Rose Petroleum Corporation, a Delaware
corporation.

    


    FOURTH:  The
Certificate of Incorporation of the surviving corporation shall be its
Certificate of Incorporation.

    


    FIFTH:  The
authorized stock and par value of the non-Delaware corporation is 125,000,000
shares of common stock, $0.001 par value and 5,000,000 shares of Preferred
Stock, $0.0001 par value of which 176,000 shares constitute Series A Preferred
Stock, 40,000 shares constitute Series B-1 Preferred Stock and 60,000 shares
constitute Series B-2 Preferred Stock.

    


    SIXTH:  The
effective date of the Merger shall be the date upon which articles of merger or
a certificate of merger giving effect to the Agreement and Plan of Merger shall
be duly executed and acknowledged by Glen Rose Petroleum Corporation, and
thereafter (a) delivered to the Secretary of State of the State of Delaware, for
filing, as provided in Delaware Law, and (b) delivered to the Utah Department of
Commerce, Division of Corporations and Commercial Code, as provided in Utah law.
The Merger shall become effective upon the later to occur of (a) or (b)
above.

    


    SEVENTH:  The
Agreement and Plan of Merger is on file at Suite 200, One Energy Square, 4825
Greenville Avenue, Dallas, Texas 75206, an office of the surviving
corporation.

    


    EIGHTH:  A copy of
the Agreement and Plan of Merger will be furnished by the surviving corporation
on request, without cost to any stockholder of the constituent
corporations.

    


    IN WITNESS WHEREOF, the
surviving corporation, Glen Rose Petroleum Corporation, has caused this
certificate to be signed by an authorized officer, this day of
2008.

    


    
      
        
          	
                  By:

                	 
	
                   

                	
                  Paul
      D. Watson

                
	 
      	
                  Chief
      Executive Officer

                


        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ARTICLES
OF MERGER

    


    OF

    


    UNITED
HERITAGE CORPORATION

    A
Utah Corporation

    (the
non-surviving corporation)

    


    and

    


    GLEN
ROSE PETROLEUM CORPORATION

    A
Delaware Corporation

    (the
surviving corporation)

    


    ARTICLE
I – Surviving Corporation

    


    The name
of the subsidiary corporation, which is the corporation surviving the merger
described herein (the “Merger”), is Glen Rose Petroleum Corporation (the
“Subsidiary”).  The Subsidiary is a foreign corporation incorporated
on May 22, 2008 and existing pursuant to the provisions of the Delaware General
Corporation Law.

     

    ARTICLE
II – Non-Surviving Corporations

     

    The name of the parent corporation,
which is the non-surviving corporation, is United Heritage Corporation, a Utah
corporation (the “Parent”).  The Parent is a domestic corporation
incorporated on April 30, 1981 and existing pursuant to the provisions of the
Utah Revised Business Corporation Act.

     

    ARTICLE
III – Agreement and Plan of Merger

     

    The
Agreement and Plan of Merger containing such information as is required by §
16-10a-1101 of the Utah Revised Business Corporation Act is set forth in Exhibit A, attached
hereto and made a part hereof.

     

    ARTICLE
IV – Amendment to Articles of Incorporation

     

    The Certificate of Incorporation of the
Subsidiary shall, on the Merger becoming effective, be and constitute the
Certificate of Incorporation of the surviving corporation.

    


    ARTICLE
V – Manner of Adoption and Vote of Surviving Corporation

    Pursuant
to §16-10a-1104(3) of the Utah Revised Business Corporation Act, a vote of the
shareholders of the Subsidiary is not required with respect to the
Merger.

    


    ARTICLE
VI – Manner of Adoption and Vote of Non-Surviving Corporation

    The
designation of the voting group of the Parent that voted on the Agreement and
Plan of Merger was Common Stock.  No shares of Preferred Stock are
issued and outstanding.

    


    The
number of outstanding shares of the Parent’s Common Stock and the number of
votes entitled to be cast by the holders of such shares, as of February 29,
2008, was 7,246,850.  The number of undisputed votes of the Parent’s
Common Stock voting group cast for the Agreement and Plan of Merger was
3,887,999.  The number of votes cast for the Agreement and Plan of
Merger by the only voting group entitled to vote was sufficient for approval by
that voting group.

    


    ARTICLE
VII – Ownership of Parent

    Immediately
prior to the Merger, the Parent owned at least 90% of the outstanding shares of
each class of the Subsidiary.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    ARTICLE
VIII – Effective Date of Merger

    The
effective date of the Merger shall be the date upon which articles of merger or
a certificate of merger giving effect to the Agreement and Plan of Merger shall
be duly executed and acknowledged by the Subsidiary, and thereafter (a)
delivered to the Secretary of State of the State of Delaware, for filing, as
provided in Delaware Law, and (b) delivered to the Utah Department of Commerce,
Division of Corporations and Commercial Code, as provided in Utah
law.  The Merger shall become effective upon the later to occur of (a)
or (b) above.  The effective date of the Merger complies with
§16-10a-1104(5) of the Utah Revised Business Corporation Act.

    In witness whereof, the undersigned,
being the President of the Subsidiary, which is the surviving corporation,
executes these Articles of Merger subject to penalties of perjury that the
statements contained herein are true on this 5th day of
June 2008.

    


    
      
        
          	 
      
	
                  Joseph
      F. Langston Jr.,
President

                


        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    AGREEMENT
AND PLAN OF MERGER

    THIS
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) dated
as of June 5, 2008, is made and entered into by and between United Heritage
Corporation, a Utah corporation (the “Parent”) and Glen Rose Petroleum
Corporation, a Delaware corporation (the “Subsidiary”).

    RECITALS:

    A.           The
Parent is a corporation organized and existing under the laws of the State of
Utah.

    B.           The
Subsidiary is a corporation organized and existing under the laws of the State
of Delaware and is a wholly-owned subsidiary of the Parent.

    C.           The
Parent and the Subsidiary and their respective boards of directors deem it
advisable and to the advantage, welfare, and best interests of the corporations
and their respective shareholders to merge Parent with and into Subsidiary
pursuant to the provisions of the Utah Revised Business Corporation Act (the
“Utah Act”) and the Delaware General Corporation Law (the “Delaware Law”) upon
the terms and conditions hereinafter set forth.

    NOW
THEREFORE, in consideration of the premises, the mutual covenants herein
contained and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Parent shall
be merged into the Subsidiary (the “Merger”) upon the terms and conditions
hereinafter set forth.

    ARTICLE
I

    PRINCIPAL
TERMS OF THE MERGER

    SECTION
1.1.  Merger.  On the Effective Date (as defined in Section
4.1 hereof), the Parent shall be merged with and into the Subsidiary, the
separate existence of the Parent shall cease and the Subsidiary (sometimes
hereinafter referred to as the “Surviving Corporation”) shall operate under the
name “Glen Rose Petroleum Corporation” by virtue of, and shall be governed by,
the laws of the State of Delaware.  The address of the registered
office of the Surviving Corporation in the State of Delaware will be 16192
Coastal Highway, Lewes, Delaware 19958-9776, County of Sussex.

    SECTION
1.2.  Certificate of Incorporation of the Surviving
Corporation.  The Certificate of Incorporation of the Surviving
Corporation shall be the Certificate of Incorporation of the Subsidiary as in
effect on the date hereof (without change, unless and until amended in
accordance with applicable law).

    


    SECTION
1.3.  Bylaws of the Surviving Corporation.  The Bylaws of
the Surviving Corporation shall be the Bylaws of the Subsidiary as in effect on
the date hereof without change unless and until amended or repealed in
accordance with applicable law.

    SECTION
1.4.  Directors and Officers.  At the Effective Date of the
Merger, the directors and officers of the Subsidiary in office at the Effective
Date of the Merger shall become the directors and officers, respectively, of the
Surviving Corporation, each of such directors and officers to hold office,
subject to the applicable provisions of the Certificate of Incorporation and
Bylaws of the Surviving Corporation and the Delaware Law, until his or her
successor is duly elected or appointed and qualified.

    ARTICLE
II

    CONVERSION,
CERTIFICATES AND PLANS

    SECTION
2.1.  Conversion of Shares.  At the Effective Date of the
Merger, each of the following transactions shall be deemed to occur
simultaneously:

    (a)           Common
Stock.  Each share of the Parent’s common stock, $0.001 par value per
share (the “Parent’s Common Stock”), issued and outstanding immediately prior to
the Effective Date of the Merger shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and become one
validly issued, fully paid and nonassessable share of the Surviving
Corporation’s common stock, $.001 par value per share (the “Surviving
Corporation’s Common Stock”).

    (b)           Options
and Warrants.  Each option or warrant to acquire shares of the
Parent’s Common Stock outstanding immediately prior to the Effective Date of the
Merger shall, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into and become an equivalent option or warrant to
acquire, upon the same terms and conditions, the number of shares of the
Surviving Corporation’s Common Stock, which is equal to the number of shares of
the Parent’s Common Stock that the optionee or warrant holder would have
received had the optionee or warrant holder exercised such option or warrant, as
the case may be, in full immediately prior to the Effective Date of the Merger
(whether or not such option or warrant was then exercisable) and the exercise
price per share under each of said options or warrants shall be equal to the
exercise price per share thereunder immediately prior to the Effective Date of
the Merger, unless otherwise provided in the instrument granting such option or
warrant.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (e)           Other
Rights.  Any other right, by contract or otherwise, to acquire shares
of the Parent’s Common Stock outstanding immediately prior to the Effective Date
of the Merger shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into and become a right to acquire, upon the
same terms and conditions, the number of shares of the Surviving Corporation’s
Common Stock which is equal to the number of shares of the Parent’s Common Stock
that the right holder would have received had the right holder exercised such
right in full immediately prior to the Effective Date of the Merger (whether or
not such right was then exercisable) and the exercise price per share under each
of said rights shall be equal to the exercise price per share thereunder
immediaely prior to the Effective Date of the Merger, unless otherwise provided
in the agreement granting such right.

    (f)           Cancellation
of Subsidiary Shares Held by Parent.  Each share of the Subsidiary’s
common stock issued and outstanding immediately prior to the Effective Date of
the Merger and held by the Parent shall be canceled without any consideration
being issued or paid therefor.

    SECTION
2.2.  Stock Certificates.  At and after the Effective Date,
all of the outstanding certificates that, prior to that date, represented shares
of the Parent’s Common Stock shall be deemed for all purposes to evidence
ownership of and to represent the number of shares of the Surviving
Corporation’s Common Stock into which such shares of the Parent’s Common Stock
are converted as provided herein. The registered owner on the books and records
of the Parent of any such outstanding stock certificate for the Parent’s Common
Stock shall, until such certificate is surrendered for transfer or otherwise
accounted for to the Surviving Corporation or its transfer agent, be entitled to
exercise any voting and other rights with respect to, and to receive any
dividend and other distributions upon, the shares of the Surviving Corporation’s
Common Stock evidenced by such outstanding certificate as provided
above.

    SECTION
2.3.  Employee Benefit and Compensation Plans.  At the
Effective Date of the Merger, each employee benefit plan, incentive compensation
plan and other similar plans to which the Parent is then a party shall be
assumed by, and continue to be the plan of, the Surviving
Corporation.  To the extent any employee benefit plan, incentive
compensation plan or other similar plan of the Parent provides for the issuance
or purchase of, or otherwise relates to, the Parent’s Common Stock, after the
Effective Date of the Merger such plan shall be deemed to provide for the
issuance or purchase of, or otherwise relate to, the same class and series of
the Surviving Corporation’s Common Stock.

    ARTICLE
III

    TRANSFER
AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES

    SECTION
3.1.  Effects of the Merger.  At the Effective Date of the
Merger, the Merger shall have the effects specified in the Utah Act, the
Delaware Law and this Agreement.  Without limiting the generality of
the foregoing, and subject thereto, at the Effective Date of the Merger, the
Surviving Corporation shall possess all the rights, privileges, powers and
franchises, of a public as well as a private nature, and shall be subject to all
the restrictions, disabilities and duties of each of the parties to this
Agreement; the rights, privileges, powers and franchises of the Parent and the
Subsidiary, and all property, real, personal and mixed, and all debts due to
each of them on whatever account, shall be vested in the Surviving Corporation;
and all property, rights, privileges, powers and franchises, and all and every
other interest shall be thereafter the property of the Surviving Corporation, as
they were of the respective constituent entities, and the title to any real
estate whether by deed or otherwise vested in the Parent and the Subsidiary or
either of them, shall not revert to be in any way impaired by reason of the
Merger; but all rights of creditors and all liens upon any property of the
parties hereto shall be preserved unimpaired, and all debts, liabilities and
duties of the respective constituent entities shall thenceforth attach to the
Surviving Corporation, and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by
it.

    SECTION
3.2.  Additional Actions.  If, at any time after the
Effective Date of the Merger, the Surviving Corporation shall consider or be
advised that any further assignments or assurances in law or any other acts are
necessary or desirable (a) to vest, perfect or confirm, of record or otherwise,
in the Surviving Corporation, title to and possession of any property or right
of the Parent acquired or to be acquired by reason of, or as a result of, the
Merger, or (b) otherwise to carry out the purposes of this Agreement, the Parent
and its proper officers and directors shall be deemed to have granted to the
Surviving Corporation an irrevocable power of attorney to execute and deliver
all such proper deeds, assignments and assurances in law and to do all acts
necessary or proper to vest, perfect or confirm title to and possession of such
property or rights in the Surviving Corporation and otherwise to carry out the
purposes of this Agreement.  The proper officers and directors of the
Surviving Corporation are fully authorized in the name of the Parent or
otherwise to take any and all such action.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    ARTICLE
IV

    APPROVAL
BY SHAREHOLDERS; AMENDMENT; EFFECTIVE DATE

    SECTION
4.1.  Approval.  This Agreement and the Merger contemplated
hereby are subject to approval by the requisite vote of shareholders in
accordance with applicable Utah law.  As promptly as practicable after
approval of this Agreement by shareholders in accordance with applicable law,
duly authorized officers of the respective parties shall make and execute
Articles of Merger and a Certificate of Merger and shall cause such documents to
be filed with the Secretary of State of Utah and the Secretary of State of
Delaware, respectively, in accordance with the laws of the States of Utah and
Delaware.  The effective date (the “Effective Date”) of the Merger
shall be the date on which the Merger becomes effective under the laws of Utah
or the date on which the Merger becomes effective under the laws of Delaware,
whichever occurs later.

    SECTION
4.2.  Amendments.  The Board of Directors of the Parent may
amend this Agreement at any time prior to the Effective Date, provided that an
amendment made subsequent to the approval of the Merger by the shareholders of
the Parent shall not (1) alter or change the amount or kind of shares to be
received in exchange for or on conversion of all or any of the shares of the
Parent’s Common Stock, (2) alter or change any term of the Certificate of
Incorporation of the Subsidiary, or (3) alter or change any of the terms and
conditions of this Agreement if such alteration or change would adversely affect
the holders of the Parent’s Common Stock.

    ARTICLE
V

    MISCELLANEOUS

    SECTION
5.1.  Termination.  This Agreement may be terminated and the
Merger abandoned at any time prior to the filing of this Agreement with the
Secretary of State of Utah and the Secretary of State of Delaware, whether
before or after shareholder approval of this Agreement, by the consent of the
Board of Directors of the Parent and the Subsidiary.

    SECTION
5.2.  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be considered to be an original
instrument.

    SECTION
5.3.  Descriptive Headings.  The descriptive headings are
for convenience of reference only and shall not control or affect the meaning or
construction of any provision of this Agreement.

    SECTION
5.4.  Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of Delaware, except to the extent the laws
of the State of Utah apply to the Merger.

    IN
WITNESS WHEREOF, the undersigned officers of each of the parties to this
Agreement, pursuant to authority duly given by their respective boards of
directors, have caused this Agreement to be duly executed on the date set forth
above.

    


    
      
        
          
            	
                    UNITED
      HERITAGE CORPORATION,

                  
	
                    a
      Utah corporation

                  
	
                    By:

                  	
                    /s/
      Joseph F. Langston Jr.

                  
	 
      	
                    Joseph
      F. Langston Jr., President

                  
	
                    GLEN
      ROSE PETROLEUM CORPORATION,

                  
	
                    a
      Delaware Corporation

                  
	
                    By:

                  	
                    /s/
      Joseph F. Langston Jr.

                  
	 
      	
                    Joseph
      F. Langston Jr.,
President

                  


          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    GLEN
ROSE PETROLEUM CORPORATION

    


    AMENDED
AND RESTATED

    


    CERTIFICATE
OF DESIGNATION OF PREFERENCES,

    RIGHTS
AND LIMITATIONS

    OF

    SERIES
D CONVERTIBLE PREFERRED STOCK

    


    PURSUANT
TO SECTION 151 OF THE

    DELAWARE
GENERAL CORPORATION LAW

    


            The
undersigned, Andrew Taylor-Kimmins, does hereby certify that:

    


                    1.
He is the President and CEO of Glen Rose Petroleum Corporation, a Delaware
corporation (the “Corporation”).

    


                    2.
The Corporation is authorized to issue 1,000,000 shares of preferred stock, of
which at least 15,000 shares have not been issued.

    


                    3.
The following resolutions were duly adopted by the board of directors of the
Corporation (the “Board of
Directors”):

    


            WHEREAS,
the certificate of incorporation of the Corporation provides for a class of its
authorized stock known as preferred stock, issuable from time to time in one or
more series;

    


            WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate,
voting rights, conversion rights, rights and terms of redemption and liquidation
preferences of any wholly unissued series of preferred stock and the number of
shares constituting any series and the designation thereof, of any of them;
and

    


            WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as
aforesaid, to fix the rights, preferences, restrictions and other matters
relating to a new series of the preferred stock, which shall consist of, 15,000
shares of the preferred stock which the Corporation has the authority to issue,
to be designated as “Series D Convertible Preferred Stock”, and

    


            WHEREAS,
on or about December 22, 2010, the Board of Directors caused to be filed with
the Secretary of State of the State of Delaware a Certificate of Designation of
Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the
“Original Designation”); and

    


            WHEREAS,
the Board of Directors wishes to Amend and Restate the Original Designation in
its entirety as set forth herein;

    


            NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for
the issuance of a series of preferred stock for cash or exchange of other
securities, rights or property and does hereby fix and determine the rights,
preferences, restrictions and other matters relating to such series of preferred
stock as follows:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    TERMS
OF PREFERRED STOCK

    


    Section
1.             Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. For the purposes hereof, the following terms shall have the following
meanings:

    


    “Business
Day” means any day except Saturday, Sunday, any day which shall be a
federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other
governmental action to close.

    


    “Buy-In”
shall have the meaning set forth in Section 6(c)(iii).

    


    “Commission”
means the Securities and Exchange Commission.

    


    “Common
Stock” means the Corporation’s common stock, par value $0.001 per share,
and stock of any other class of securities into which such securities may
hereafter be reclassified or changed into.

    


    “Common
Stock Equivalents” means any securities of the Corporation or the
Subsidiaries which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

    


    “Conversion
Date” shall have the meaning set forth in Section 6(a).

    


    “Conversion
Shares” means, collectively, the shares of Common Stock issuable upon
conversion of the shares of Preferred Stock in accordance with the terms
hereof.

    


    “Effective
Date” means the date that this Certificate of Designation is
effective.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.

    


     “Fundamental
Transaction” shall have the meaning set forth in Section
7(c).

     

    “Holder”
shall have the meaning given such term in Section 2.

    


    “Liquidation”
shall have the meaning set forth in Section 5.

    


     “New York
Courts” shall have the meaning set forth in Section 9(d).

    


    “Other
Securities” means the Common Stock and all other Common Stock Equivalents
or other securities of the Corporation.

     

    “Per Share
Purchase Price” equals $300, for each share of Series D Convertible
Preferred Stock; provided, however, that for purposes of the Certificate of
Designation of Preferences, Rights and Limitations of the Series D Convertible
Preferred Stock, it shall mean $0.30 per share of the Company’s common stock
(the “Conversion
Price”) as of the date hereof, and otherwise refers to the price per
share of the Company’s common stock, subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this
Agreement.

     

    “Preferred
Stock” shall have the meaning set forth in Section 2.


    
      
         


      

      
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    “Purchase
Agreement” means the Application Form, dated on or
about  January 7, 2011, between the Corporation and the original
Holder, as amended, modified or supplemented from time to time in accordance
with its terms.

    


    “Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

    


    “Share
Delivery Date” shall have the meaning set forth in Section
6(c).

    


    “Subsidiary”
shall have the meaning set forth in the Purchase Agreement.

    


    “Trading
Day” means a day on which the New York Stock Exchange is open for
business.

    


    “Trading
Market” means the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the American
Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ
Global Select Market, the New York Stock Exchange or the OTC Bulletin
Board.

    


    “Transaction
Documents” shall mean the Purchase Agreement, together
with  the Series X Warrants and the Series XI Warrants.

    


    “Warrants”
shall mean the Series X Warrants of the Corporation and the Series XI Warrants
of the Corporation.

    


    Section
2.            Designation, Amount and Par
Value. The series of preferred stock designated by this Certificate shall
be designated as the Corporation’s Series D Convertible Preferred Stock (the
“Preferred
Stock”) and the number of shares so designated shall be 15,000 (which
shall not be subject to increase without the written consent of the holders of
the issued and outstanding Preferred Stock (each, a “Holder”
and collectively, the “Holders”)).
Each share of Preferred Stock shall have a par value of $0.001 per
share.

    


    Section
3.             Dividends.  Holders
shall not be entitled to receive any dividends in respect of
the  Preferred Stock, unless and until specifically declared by the
Board of Directors of the Corporation to be payable to the Holders of
the  Preferred Stock.

    


    Section.
4. Voting
Rights. Each share of the Preferred Stock shall have 1,000 votes and
shall vote in the same class as the common shares. However, as long as any
shares of Preferred Stock are outstanding, the Corporation shall not, without
the affirmative vote of the Holders of a majority of the then outstanding shares
of the Preferred Stock, (a) alter or change adversely the powers, preferences or
rights given to the Preferred Stock or alter or amend this Certificate of
Designation, (b) amend its certificate of incorporation or other charter
documents in any manner that adversely affects any rights of the Holders, (c)
increase the number of authorized shares of Preferred Stock, or (d) enter into
any agreement with respect to any of the foregoing; provided, however, that the
Corporation shall proceed to file an amendment to its certificate of
incorporation that will increase the number of authorized common shares from 20
million shares to not less than 125 million shares nor more than 150 million
shares and the number of authorized preferred shares from 1 million shares to 5
million shares.

    


    Section
5.            Liquidation. Except
as otherwise required by law, the Preferred Stock shall not have any preference
upon any liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary (a “Liquidation”)
but shall be treated pari passu with all other
preferred and common shares of the Corporation.

    


    Section
6.             Conversion.

    


    a)           Conversions at Option of
Holder. Each share of Preferred Stock will automatically convert into
1,000 shares of Common Stock (the “Conversion
Ratio”) on the date (the “Conversion
Date”) that the Secretary of State of the State of Delaware confirms the
filing of an amendment to the Corporation’s Articles of Incorporation increasing
its authorized common stock to not less than 125 million shares nor more than
150 million shares.


    
      
         


      

      
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    b)           The
Common Stock issued to each Holder upon conversion of the Preferred Stock will
bear the following legend:

    


    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED THEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  ACCORDINGLY,
NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.

    


    c)           Mechanics of
Conversion

    


    i.           Delivery of Certificate Upon
Conversion. Not later than three Trading Days after the Conversion Date
(the “Share
Delivery Date”), the Corporation shall deliver, or cause to be delivered,
to the converting Holder a certificate or certificates which, on or after the
Effective Date, shall contain appropriate restrictive legends and trading
restrictions representing the number of Conversion Shares being acquired upon
the conversion of shares of Preferred Stock. In the event of a conversion on or
after the date that is 190 days after the issuance of the Preferred Stock, the
Corporation shall, upon request of such Holder, use its best efforts to deliver
any certificate or certificates required to be delivered by the Corporation
under this Section 6 electronically through the Depository Trust Company or
another established clearing corporation performing similar
functions.

    


    ii.           Obligation Absolute; Partial
Liquidated Damages.  The Corporation’s obligation to issue and
deliver the Conversion Shares upon conversion of Preferred Stock in accordance
with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by a Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by such Holder or any other
Person of any obligation to the Corporation or any violation or alleged
violation of law by such Holder or any other person, and irrespective of any
other circumstance which might otherwise limit such obligation of the
Corporation to such Holder in connection with the issuance of such Conversion
Shares; provided, however, that such
delivery shall not operate as a waiver by the Corporation of any such action
that the Corporation may have against such Holder.  The Corporation
may not refuse conversion based on any claim that such Holder or any one
associated or affiliated with such Holder has been engaged in any violation of
law, agreement or for any other reason, unless an injunction from a court, on
notice to Holder, restraining and/or enjoining conversion of all or part of the
Preferred Stock of such Holder shall have been sought and obtained, and the
Corporation posts a surety bond for the benefit of such Holder in the amount of
150% of the value of the Conversion Shares into which would be converted the
Preferred Stock which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the underlying dispute
and the proceeds of which shall be payable to such Holder to the extent it
obtains judgment.  In the absence of such injunction, the Corporation
shall issue Conversion Shares and, if applicable, cash, upon a properly noticed
conversion. If the Corporation fails to deliver to a Holder such certificate or
certificates pursuant to Section 6(c) (i) on the fifth (5th)
Trading Day after the Share Delivery Date applicable to such conversion, the
Corporation shall pay to such Holder, in cash, as liquidated damages and not as
a penalty, for each share of Preferred Stock being converted, $3.00 per Trading
Day for each Trading Day after such fifth (5th)
Trading Day after the Share Delivery Date until such certificates are delivered.
Nothing herein shall limit a Holder’s right to pursue actual damages for the
Corporation’s failure to deliver Conversion Shares within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief.  The Exercise of any
such rights shall not prohibit a Holder from seeking to enforce damages pursuant
to any other Section hereof or under applicable law.


    
      
         


      

      
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    iii.           Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Conversion. If the
Corporation fails to deliver to a Holder the applicable certificate or
certificates by the Share Delivery Date pursuant to Section 6(c)(i), and if
after such Share Delivery Date such Holder is required by its brokerage firm to
purchase (in an open market transaction or otherwise), or the Holder’s brokerage
firm purchases, shares of Common Stock to deliver in satisfaction of a sale by
such Holder of the Conversion Shares which such Holder was entitled to receive
upon the conversion relating to such Share Delivery Date (a “Buy-In”),
then the Corporation shall (A) pay in cash to such Holder (in addition to any
other remedies available to or elected by such Holder) the amount by which (x)
such Holder’s total purchase price (including any brokerage commissions) for the
shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that such Holder was entitled to receive from
the conversion at issue multiplied by (2) the actual sale price at which the
sell order giving rise to such purchase obligation was executed (including any
brokerage commissions) and (B) at the option of such Holder, either reissue (if
surrendered) the shares of Preferred Stock equal to the number of shares of
Preferred Stock submitted for conversion or deliver to such Holder the number of
shares of Common Stock that would have been issued if the Corporation had timely
complied with its delivery requirements under Section 6(c)(i). For example, if a
Holder purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of shares of Preferred
Stock with respect to which the actual sale price (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000
under clause (A) of the immediately preceding sentence, the Corporation shall be
required to pay such Holder $1,000. The Holder shall provide the Corporation
written notice indicating the amounts payable to such Holder in respect of the
Buy-In and, upon request of the Corporation, evidence of the amount of such
loss. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the
Corporation’s failure to timely deliver certificates representing shares of
Common Stock upon conversion of the shares of Preferred Stock as required
pursuant to the terms hereof.

    


    iv.           Shares Issuable Upon
Conversion. The Corporation covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid and nonassessable.

    


    v.           Fractional Shares. No
fractional shares or scrip representing fractional shares shall be issued upon
the conversion of the Preferred Stock.   As to any fraction of a
share which a Holder would otherwise be entitled to purchase upon such
conversion, the Corporation shall at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.

    


    vi.           Transfer
Taxes.  The issuance of certificates for shares of the Common
Stock on conversion of this Preferred Stock shall be made without charge to any
Holder for any documentary stamp or similar taxes that may be payable in respect
of the issue or delivery of such certificates, provided that the Corporation
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holders of such shares of Preferred
Stock and the Corporation shall not be required to issue or deliver such
certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction of the Corporation that such tax has been
paid.


    
      
         


      

      
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    Section
7.             Certain
Adjustments.

    


    a)           Stock Dividends and Stock
Splits.  If the Corporation, at any time while this Preferred
Stock is outstanding: (A) pays a stock dividend or otherwise makes a
distribution or distributions payable in shares of Common Stock on shares of
Common Stock or any other Common Stock Equivalents (which, for avoidance of
doubt, shall not include any shares of Common Stock issued by the Corporation
upon conversion of, or payment of a dividend on, this Preferred Stock); (B)
subdivides outstanding shares of Common Stock into a larger number of shares;
(C) combines (including by way of a reverse stock split) outstanding shares of
Common Stock into a smaller number of shares; or (D) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of
the Corporation, then the Conversion Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock (excluding any
treasury shares of the Corporation) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock, or
in the event that clause (D) of this Section 7(a) shall apply shares of
reclassified capital stock, outstanding immediately after such
event.  Any adjustment made pursuant to this Section 7(a) shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or re-classification.

    


    b)           [RESERVED];

    


    c)           Fundamental
Transaction. If, at any time while this Preferred Stock is outstanding,
(A) the Corporation effects any merger or consolidation of the Corporation with
or into another Person, (B) the Corporation effects any sale of all or
substantially all of its assets in one transaction or a series of related
transactions, (C) any tender offer or exchange offer (whether by the Corporation
or another Person) is completed pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, cash or
property, or (D) the Corporation effects any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property
(in any such case, a “Fundamental
Transaction”), then, upon any subsequent conversion of this Preferred
Stock, the Holders shall have the right to receive, for each Conversion Share
that would have been issuable upon such conversion immediately prior to the
occurrence of such Fundamental Transaction, the same kind and amount of
securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of one share of Common Stock (the
“Alternate
Consideration”).  For purposes of any such conversion, the
determination of the Conversion Ratio shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Corporation shall adjust the Conversion Ratio in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration.  If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holders shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Preferred Stock following
such Fundamental Transaction.  To the extent necessary to effectuate
the foregoing provisions, any successor to the Corporation or surviving entity
in such Fundamental Transaction shall file a new Certificate of Designation with
the same terms and conditions and issue to the Holders new preferred stock
consistent with the foregoing provisions and evidencing the Holders’ right to
convert such preferred stock into Alternate Consideration. The terms of any
agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the
provisions of this Section 7(c) and insuring that this Preferred Stock (or any
such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.


    
      
         


      

      
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    d)           Calculations.  All
calculations under this Section 7 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.  For purposes of this
Section 7, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the sum of the number of shares of
Common Stock (excluding any treasury shares of the Corporation) issued and
outstanding.

    


    e)           Notice to the
Holders.

    


    i.           Adjustment to Conversion
Ratio.  Whenever the Conversion Ratio is adjusted pursuant to
any provision of this Section 7, the Corporation shall promptly deliver to each
Holder a notice setting forth the Conversion Ratio after such adjustment and
setting forth a brief statement of the facts requiring such
adjustment.

    


    ii.           Notice to Allow
Participation by Holder.  If (A) the Corporation shall declare
a dividend (or any other distribution in whatever form) on the Common Stock, (B)
the Corporation shall declare a special nonrecurring cash dividend on or a
redemption of the Common Stock, (C) the Corporation shall authorize the granting
to all holders of the Common Stock of rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the
approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to
which the Corporation is a party, any sale or transfer of all or substantially
all of the assets of the Corporation, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property or (E) the
Corporation shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation, then, in each case,
the Corporation shall cause to be filed at each office or agency maintained for
the purpose of conversion of this Preferred Stock, and shall cause to be
delivered to each Holder at its last address as it shall appear upon the stock
books of the Corporation, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange, provided that the failure to deliver such
notice or any defect therein or in the delivery thereof shall not affect the
validity of the corporate action required to be specified in such
notice.  Each Holder shall have the same rights in respect of any of
the above as the holder of Common Stock, as if the Preferred Stock had been
converted on the date that such notice is delivered to the holders of the Common
Stock and Preferred Stock.

    


    Section
8.             Negative
Covenants.  As long as any shares of Preferred Stock are
outstanding, unless the holders of the then issued and outstanding shares of
Preferred Stock shall have otherwise given prior written consent, the
Corporation shall not, and shall not permit any of its subsidiaries (whether or
not a Subsidiary on the Effective Date) to, directly or indirectly, amend this Certificate of
Designation.

    


    Section
9.             Miscellaneous.

    


    a)           Notices.  Any
and all notices or other communications or deliveries to be provided by the
Holders hereunder including, without limitation, any Notice of Conversion, shall
be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service, addressed to the Corporation, at the
address set forth above, facsimile number +41 22 819 1996, Attention: Chief Financial Officer
or such other facsimile number or address as the Corporation may specify
for such purposes by notice to the Holders delivered in accordance with this
Section.  Any and all notices or other communications or deliveries to
be provided by the Corporation hereunder shall be in writing and delivered
personally, by facsimile, or sent by a nationally recognized overnight courier
service addressed to each Holder at the facsimile number or address of such
Holder appearing on the books of the Corporation, or if no such facsimile number
or address appears on the books of the Corporation, at the principal place of
business of the Holders.  Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section prior to 5:30 p.m.
(New York City time) on any date, (ii) the date immediately following the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section between 5:30 p.m. and 11:59 p.m.
(New York City time) on any date, (iii) the second Business Day following the
date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be
given.


    
      
         


      

      
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    b)           Absolute Obligation.
Except as expressly provided herein, no provision of this Certificate of
Designation shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay liquidated damages, accrued dividends and
accrued interest, as applicable, on the shares of Preferred Stock at the time,
place, and rate, and in the coin or currency, herein prescribed.

    


    c)           Lost or Mutilated Preferred
Stock Certificate.  If a Holder’s Preferred Stock certificate
shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and
deliver, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed
certificate, a new certificate for the shares of Preferred Stock so mutilated,
lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft
or destruction of such certificate, and of the ownership hereof reasonably
satisfactory to the Corporation.

    


    d)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Certificate of Designation shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Delaware, without regard to the principles of conflict of laws
thereof.  Each party agrees that all legal proceedings concerning the
interpretation, enforcement and defense of the transactions contemplated by any
of the Transaction Documents (whether brought against a party hereto or its
respective Affiliates, directors, officers, shareholders, employees or agents)
shall be commenced in the state and federal courts sitting in the City of New
York, Borough of Manhattan (the “New York
Courts”).  Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are
improper or inconvenient venue for such proceeding.  Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Certificate
of Designation and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by applicable law. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Certificate of
Designation or the transactions contemplated hereby. If either party shall
commence an action or proceeding to enforce any provisions of this Certificate
of Designation, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred in the investigation, preparation and prosecution of such
action or proceeding.

    


    e)           Waiver.  Any
waiver by the Corporation or a Holder of a breach of any provision of this
Certificate of Designation shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Certificate of Designation or a waiver by any other Holders.  The
failure of the Corporation or a Holder to insist upon strict adherence to any
term of this Certificate of Designation on one or more occasions shall not be
considered a waiver or deprive that party (or any other Holder) of the right
thereafter to insist upon strict adherence to that term or any other term of
this Certificate of Designation.  Any waiver by the Corporation or a
Holder must be in writing.

    


    f)           Severability.  If
any provision of this Certificate of Designation is invalid, illegal or
unenforceable, the balance of this Certificate of Designation shall remain in
effect, and if any provision is inapplicable to any Person or circumstance, it
shall nevertheless remain applicable to all other Persons and
circumstances.  If it shall be found that any interest or other amount
deemed interest due hereunder violates the applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum rate of interest permitted under applicable
law.


    
      
         


      

      
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    g)           Next Business
Day.  Whenever any payment or other obligation hereunder shall
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day.

    


    h)           Headings.  The
headings contained herein are for convenience only, do not constitute a part of
this Certificate of Designation and shall not be deemed to limit or affect any
of the provisions hereof.

    


    i)           Status of Converted
Preferred Stock.  If any shares of Preferred Stock shall be
converted or reacquired by the Corporation, such shares shall resume the status
of authorized but unissued shares of preferred stock and shall no longer be
designated as Series D Convertible Preferred Stock.

    


    RESOLVED, FURTHER, that the
Chairman, the president or any vice-president, and the secretary or any
assistant secretary, of the Corporation be and they hereby are authorized and
directed to prepare and file an Amended and Restated Certificate of Designation
of Preferences, Rights and Limitations in accordance with the foregoing
resolution and the provisions of Delaware law.

    


            IN
WITNESS WHEREOF, the undersigned has executed this Amended and Restated
Certificate of Designation this 6th day of January 2011 (the “Effective
Date”).

    


    
      
        	
                /s/ Andrew Taylor-Kimmins

              
	
                Name:
      Andrew Taylor-Kimmins

              
	
                Title:  President
      and CEO

              


      

    


    
      
         


      

      
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    BYLAWS

    OF

    GLEN ROSE PETROLEUM
CORPORATION

    


    ARTICLE I
— OFFICES

    


    1. REGISTERED OFFICE AND
AGENT

    The
registered office and registered agent of Glen Rose Petroleum Corporation
(“Corporation”) shall be as set forth in the Corporation’s Certificate of
Incorporation. The registered office or the registered agent may be changed by
resolution of the Board of Directors, upon making the appropriate filing with
the Secretary of State.

    


    2. PRINCIPAL
OFFICE

    The
principal office of the Corporation may be located either within or without the
State of Delaware as the Board of Directors may designate or as the business of
the Corporation may require from time to time.

    


    3. OTHER OFFICES

    The
Corporation may also have other offices at such places, within or without the
State of Delaware, as the Board of Directors may designate, or as the business
of the Corporation may require or as may be desirable.

    


    ARTICLE
II — SHAREHOLDERS


     

    1. ANNUAL MEETING

    The
annual meeting of shareholders shall be held on the date and time set by the
Board of Directors in a notice of meeting or in a duly executed waiver of
notice, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. The annual meeting may be called
by resolution of the Board of Directors or by a writing filed with the Secretary
signed either by a majority of the directors or by shareholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote at any such meeting. If the election of
directors is not held on the day designated in these bylaws for any annual
meeting of the shareholders, or at any adjournment of the annual meeting, the
board of directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as may be convenient.

    


    2. SPECIAL SHAREHOLDERS’
MEETINGS

    Special
meetings of the shareholders may be called by the Board of Directors, the
President, the Secretary, or by the holders of at least forty (40) percent
of all the shares entitled to vote at the proposed special meeting, unless the
Corporation’s Certificate of Incorporation provide for a number of shares
greater than or less than forty (40) percent, in which event special
meetings of the shareholders may be called by the holders of at least the
percentage of shares so specified in the Certificate of
Incorporation.


    
      
         


      

      
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    Only
business within the purpose or purposes described in the notice or executed
waiver of notice may be conducted at a special meeting of the
shareholders.

    


    Any
person or persons entitled hereunder to call a special meeting of shareholders
may do so only by written request sent by certified mail or delivered in person
to the President or Secretary. The officer receiving the written request shall
within ten days from the date of its receipt cause notice of the meeting to be
given in the manner provided by these Bylaws to all shareholders entitled to
vote at the meeting. If the officer does not give notice of the meeting within
ten days after the date of receipt of the written request, the person or persons
calling the meeting may fix the time of meeting and give the notice in the
manner provided in these Bylaws. Nothing contained in this section shall be
construed as limiting, fixing, or affecting the time or date when a meeting of
shareholders called by action of the Board of Directors may be
held.

    


    3. PLACE OF
MEETING

    Meetings
of the shareholders shall be held either at the registered office of the
Corporation or at such other place, either within or without the State of
Delaware, as shall be designated in the notice of the meeting or executed waiver
of notice. The Board of Directors may, in its discretion, determine that the
meeting may be held solely by means of remote communication. If authorized by
the Board of Directors, and subject to any guidelines and procedures adopted by
the Board of Directors, shareholders not physically present at a meeting of
shareholders, by means of remote communication may participate in a meeting of
shareholders; and, may be considered present in person and may vote at a meeting
of shareholders held at a designated place or held solely by means of remote
communication, subject to the conditions imposed by Section 211(a)(2) of
the Delaware General Corporation Law.

    


    4. NOTICE OF SHAREHOLDERS’
MEETING

    Written
or printed notice stating the place, day and hour of the meeting, the means of
any remote communications by which shareholders may be considered present and
may vote at the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) days nor more than sixty (60) days before the date of the
meeting, personally, by electronic transmission, or by mail, by or at the
direction of the President, the Chief Executive Officer, the Secretary, or the
officer or person calling the meeting, to each shareholder entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at the
shareholder’s address as it appears on the share transfer records of the
Corporation, with postage thereon prepaid.


    
      
         


      

      
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    The
Corporation shall notify each shareholder, whether or not entitled to vote, of
any meeting of shareholders at which a plan of merger or exchange is to be
submitted for approval in accordance with Section 251 of the Delaware
General Corporation Law. The notice shall be given at least 20 days before the
meeting and shall state that the purpose, or one of the purposes, of the meeting
is to consider the plan of merger or exchange and shall contain or be
accompanied by a copy or summary of the plan.

    


    Written
or printed notice setting forth any proposed amendment to the Certificate of
Incorporation or a summary of the changes to be effected thereby shall be given
to each shareholder of record entitled to vote thereon within the time and in
the manner provided in the Delaware General Corporation Law for the giving of
notice of meetings of shareholders. If the meeting be an annual meeting, the
proposed amendment or such summary may be included in the notice of such annual
meeting.

    


    Any
notice required to be given to any shareholder, under any provision of the
Delaware General Corporation Law or the Certificate of Incorporation or these
Bylaws, need not be given to the shareholder if (1) notice of two
consecutive annual meetings and all notices of meetings held during the period
between those annual meetings, if any, or (2) all (but in no event less
than two) payments (if sent by first class mail) of distributions or interest on
securities during a 12 month period have been mailed to that person,
addressed at the shareholder’s address as shown on the share transfer records of
the Corporation, and have been returned undeliverable. Any action or meeting
taken or held without notice to such a person shall have the same force and
effect as if the notice had been duly given. If such a person delivers to the
Corporation a written notice setting forth the shareholder’s then current
address, the requirement that notice be given to that person shall be
reinstated.

    


    Notice by
Electronic Transmission: On consent of a shareholder, notice from the
Corporation under any provision of the Delaware General Corporation Law, the
Certificate of Incorporation, or these Bylaws may be given to the shareholder by
electronic transmission. The shareholder may specify the form of electronic
transmission to be used to communicate notice. The shareholder may revoke this
consent by written notice to the Corporation. The shareholder’s consent is
deemed to be revoked if the Corporation is unable to deliver by electronic
transmission two consecutive notices, and the secretary, assistant secretary, or
transfer agent of the Corporation, or another person responsible for delivering
notice on behalf of the Corporation knows that delivery of these two electronic
transmissions was unsuccessful. The inadvertent failure to treat the
unsuccessful transmissions as a revocation of shareholder consent does not
invalidate a meeting or other action.

    


    Notice by
electronic transmission is deemed given when the notice is: (1) transmitted
to a facsimile number provided by the shareholder for the purpose of receiving
notice; (2) transmitted to an electronic mail address provided by the
shareholder for the purpose of receiving notice; (3) posted on an electronic
network and a message is sent to the shareholder at the address provided by the
shareholder for the purpose of alerting the shareholder of a posting; or
(4) communicated to the shareholder by any other form of electronic
transmission consented to by the shareholder.

    


    An
affidavit of the Secretary, Assistant Secretary, transfer agent, or other agent
of the Corporation that notice has been given by electronic transmission is, in
the absence of fraud, prima facie evidence that the notice was
given.

     

    
      	
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    5. FIXING RECORD DATES FOR MATTERS
OTHER THAN CONSENTS TO ACTION

    For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a purchase
or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors of the Corporation may provide that the share transfer records
shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the share transfer records shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such records shall be closed for at least ten (10) days
immediately preceding such meeting.

    


    In lieu
of closing the share transfer records, the Bylaws, or in the absence of an
applicable bylaw the Board of Directors, may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty (60) days and, in the case of a meeting of shareholders,
not less than ten (10) days, prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the share
transfer records are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of the
share transfer records and the stated period of closing has
expired.

    


    6. FIXING RECORD DATES CONSENTS TO
ACTION

    Unless a
record date shall have previously been fixed or determined pursuant to this
section, whenever action by shareholders is proposed to be taken by consent in
writing without a meeting of shareholders, the Board of Directors may fix a
record date for the purpose of determining shareholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date
is adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors and the prior action of the Board of Directors is not
required by the Delaware General Corporation Law, the record date for
determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the
Corporation.

    


    
      	
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    Delivery
shall be by hand or by certified or registered mail, return receipt requested.
Delivery to the Corporation’s principal place of business shall be addressed to
the President or the principal executive officer of the Corporation. If no
record date shall have been fixed by the Board of Directors and prior action of
the Board of Directors is required by the Delaware General Corporation Law, the
record date for determining shareholders entitled to consent to action in
writing without a meeting shall be at the close of business on the date on which
the Board of Directors adopts a resolution taking such prior
action.

    


    7. VOTING LISTS

    The
officer or agent having charge of the share transfer records for shares of the
Corporation shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the
registered office or principal place of business of the Corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Alternatively, the list of the shareholders may be kept on a reasonably
accessible electronic network, if the information required to gain access to the
list is provided with the notice of the meeting. This does not require the
Corporation to include any electronic contact information of any shareholder on
the list. If the Corporation elects to make the list available on an electronic
network, the Corporation shall take reasonable steps to ensure that the
information is available only to shareholders of the Corporation. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. If the meeting is held by means of remote communication, the list
must be open to the examination of any shareholder for the duration of the
meeting on a reasonably accessible electronic network, and the information
required to access the list must be provided to shareholders with the notice of
the meeting. The original share transfer records shall be prima-facie evidence
as to who are the shareholders entitled to examine such list or transfer records
or to vote at any meeting of shareholders. However failure to prepare and make
the list available in the manner provided above shall not affect the validity of
any action taken at the meeting.

    


    8. VOTING OF SHARES AND
PROXIES

    Each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders, except: (a) to the
extent that the Certificate of Incorporation of the Corporation provides for
more or less than one vote per share or (if and to the extent permitted by the
Delaware General Corporation Law) limit or deny voting rights to the holders of
the shares of any class or series, or (b) as otherwise provided by the
Delaware General Corporation Law.

    


    Shares of
its own stock owned by the Corporation or by another domestic or foreign
corporation or other entity, if a majority of the voting stock or voting
interest of the other corporation or other entity is owned or controlled by the
Corporation, shall not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of outstanding shares at
any given time. Nothing in this section shall be construed as limiting the right
of the Corporation or any domestic or foreign corporation or other entity to
vote stock, held or controlled by it in a fiduciary capacity, or with respect to
which it otherwise exercises voting power in a fiduciary capacity.

    


    
      	
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    Any
shareholder may vote either in person or by proxy executed in writing by the
shareholder. An electronic transmission by the shareholder, or a photographic,
photostatic, facsimile, or similar reproduction of a writing executed by the
shareholder, shall be treated as an execution in writing for purposes of this
section. Any electronic transmission must contain or be accompanied by
information from which it can be determined that the transmission was authorized
by the shareholder. No proxy shall be valid after eleven (11) months from
the date of its execution unless otherwise provided in the proxy. A proxy shall
be revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest. Proxies coupled with an
interest include the appointment as proxy of: (1) a pledgee; (2) a
person who purchased or agreed to purchase, or owns or holds an option to
purchase, the shares; (3) a creditor of the Corporation who extended it
credit under terms requiring the appointment; (4) an employee of the
Corporation whose employment contract requires the appointment; or (5) a
party to a voting agreement or voting trust created under Section 218 of
the Delaware General Corporation Law.  

    An
irrevocable proxy, if noted conspicuously on the certificate representing the
shares that are subject to the irrevocable proxy or, in the case of
uncertificated shares, if notation of the irrevocable proxy is contained in the
notice sent pursuant to Section 222 of the Delaware General Corporation Law
with respect to the shares that are subject to the irrevocable proxy, shall be
specifically enforceable against the holder of those shares or any successor or
transferee of the holder. Unless noted conspicuously on the certificate
representing the shares that are subject to the irrevocable proxy or, in the
case of uncertificated shares, unless notation of the irrevocable proxy is
contained in the notice sent pursuant to Section 2252 of the Delaware
General Corporation Law with respect to the shares that are subject to the
irrevocable proxy, an irrevocable proxy, even though otherwise enforceable, is
ineffective against a transferee for value without actual knowledge of the
existence of the irrevocable proxy at the time of the transfer or against any
subsequent transferee (whether or not for value), but such an irrevocable proxy
shall be specifically enforceable against any other person who is not a
transferee for value from and after the time that the person acquires actual
knowledge of the existence of the irrevocable proxy.

    


    At each
election for directors every shareholder entitled to vote at such election shall
have the right (a) to vote the number of shares owned by such shareholder
for as many persons as there are directors to be elected and for whose election
the shareholder has a right to vote. Shareholders are prohibited from cumulating
their votes in any election of directors of the Corporation.

    


    Shares
standing in the name of another corporation, domestic or foreign, may be voted
by such officer, agent, or proxy as the Bylaws of such corporation may authorize
or, in the absence of such authorization, as the Board of Directors of such
corporation may determine; provided, however, that when any foreign corporation
without a permit to do business in this State lawfully owns or may lawfully own
or acquire stock in a Delaware corporation, it shall not be unlawful for such
foreign corporation to vote said stock and participate in the management and
control of the business and affairs of the Corporation, as other stockholders,
subject to all laws, rules and regulations governing Delaware corporations and
especially subject to the provisions of the Anti-Trust laws of the State of
Delaware.

     

    
      	
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    Shares
held by an administrator, executor, guardian, or conservator may be voted by him
or her so long as such shares forming a part of an estate are in the possession
and forming a part of the estate being served by him or her, either in person or
by proxy, without a transfer of such shares into his or her name.

    Shares
standing in the name of a trustee may be voted by him or her, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him or her
without a transfer of such shares into his or her name as trustee.

    Shares
standing in the name of a receiver may be voted by such a receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his or her name if authority so to do be contained in
an appropriate order of the court by which such receiver was
appointed.

    A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred, subject to any
agreements containing restrictions on the hypothecation, assignment, pledge or
voluntary or involuntary transfer of shares.

    


    With
respect to any matter, other than the election of directors or a matter for
which the affirmative vote of the holders of a specified portion of the shares
entitled to vote is required by the Delaware General Corporation Law, the
affirmative vote of the holders of a majority of the shares entitled to vote on,
and that voted for or against or expressly abstained with respect to, that
matter at a meeting of shareholders at which a quorum is present shall be the
act of the shareholders, unless otherwise provided in the Certificate of
Incorporation or these Bylaws.

    Unless
otherwise provided in the Certificate of Incorporation or these Bylaws,
directors shall be elected by a plurality of the votes cast by the holders of
shares entitled to vote in the election of directors at a meeting of
shareholders at which a quorum is present.

    Any vote
may be taken by voice or show of hands unless a shareholder entitled to vote,
either in person or by proxy objects, in which case written ballots shall be
used.

    


    9. QUORUM OF
SHAREHOLDERS

    With
respect to any meeting of shareholders, a quorum shall be present for any matter
to be presented at that meeting if the holders of a majority of the shares
entitled to vote at the meeting are represented at the meeting in person or by
proxy, unless otherwise provided by law or the Certificate of Incorporation.
Notwithstanding anything to the contrary in these Bylaws or the Certificate of
Incorporation, in no event shall a quorum of the shareholders consist of less
than one-half (1/2) of the shares entitled to vote.

    


    
      	
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    After a
quorum has been established at a shareholders’ meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shares entitled to
vote at the meeting below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment
thereof.

    


    Unless
otherwise provided in the Certificate of Incorporation or these Bylaws, once a
quorum is present at a meeting of shareholders, the shareholders represented in
person or by proxy at the meeting may conduct such business as may be properly
brought before the meeting until it is adjourned, and the subsequent withdrawal
from the meeting of any shareholder or the refusal of any shareholder
represented in person or by proxy to vote shall not affect the presence of a
quorum at the meeting. Unless otherwise provided in the Certificate of
Incorporation or these Bylaws, the shareholders represented in person or by
proxy at a meeting of shareholders at which a quorum is not present may adjourn
the meeting until such time and to such place as may be determined by a vote of
the holders of a majority of the shares represented in person or by proxy at
that meeting.

    


    When a
meeting is adjourned, it shall not be necessary to give any notice of the
adjourned meeting if the time, date, and place of the reconvened meeting are
announced at the meeting at which the adjournment is taken, and any business may
be transacted at the reconvened meeting that might have been transacted at the
original meeting. If, however, following the adjournment, the Board fixes a new
record date for the reconvened meeting, a notice of the reconvened meeting shall
be given as stated in Article II, Section 4 of these Bylaws above to
each shareholder of record on the new record date entitled to vote at such
meeting.

    


    10. FIXING RECORD DATES FOR MATTERS
OTHER THAN CONSENTS TO ACTION

    For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a purchase
or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors of the Corporation may provide that the share transfer records
shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the share transfer records shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such records shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the share transfer
records, the Bylaws, or in the absence of an applicable bylaw the Board of
Directors, may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days and, in the case of a meeting of shareholders, not less than ten
(10) days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer records are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such distribution or share
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the share transfer records
and the stated period of closing has expired.

     

    
      	
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    11. FIXING RECORD DATES CONSENTS TO
ACTION

    Unless a
record date shall have previously been fixed or determined pursuant to this
section, whenever action by shareholders is proposed to be taken by consent in
writing without a meeting of shareholders, the Board of Directors may fix a
record date for the purpose of determining shareholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date
is adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors and the prior action of the Board of Directors is not
required by the Delaware General Corporation Law, the record date for
determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation as
provided in Section A of Article 9.10 of the Delaware General
Corporation Law. Delivery shall be by hand or by certified or registered mail,
return receipt requested. Delivery to the Corporation’s principal place of
business shall be addressed to the President or the principal executive officer
of the Corporation. If no record date shall have been fixed by the Board of
Directors and prior action of the Board of Directors is required by the Delaware
General Corporation Law, the record date for determining shareholders entitled
to consent to action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts a resolution taking
such prior action.

    


    12. VOTING LISTS

    The
officer or agent having charge of the share transfer records for shares of the
Corporation shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the
registered office or principal place of business of the Corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Alternatively, the list of the shareholders may be kept on a reasonably
accessible electronic network, if the information required to gain access to the
list is provided with the notice of the meeting. This does not require the
Corporation to include any electronic contact information of any shareholder on
the list. If the Corporation elects to make the list available on an electronic
network, the Corporation shall take reasonable steps to ensure that the
information is available only to shareholders of the Corporation. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. If the meeting is held by means of remote communication, the list
must be open to the examination of any shareholder for the duration of the
meeting on a reasonably accessible electronic network, and the information
required to access the list must be provided to shareholders with the notice of
the meeting. The original share transfer records shall be prima-facie evidence
as to who are the shareholders entitled to examine such list or transfer records
or to vote at any meeting of shareholders. However failure to prepare and make
the list available in the manner provided above shall not affect the validity of
any action taken at the meeting.

     

    
      	
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    13. ACTION BY SHAREHOLDERS WITHOUT
MEETING

    Any
action required by the Delaware General Corporation Law to be taken at any
annual or special meeting of shareholders, or any action which may be taken at
any annual or special meeting of shareholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall have been signed by the holder or
holders of all the shares entitled to vote with respect to the action that is
the subject of the consent.

    


    If the
Corporation’s Certificate of Incorporation so provides, any action required by
the Delaware General Corporation Law to be taken at any annual or special
meeting of shareholders, or any action which may be taken at any annual or
special meeting of shareholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holder or holders of shares having
not less than the minimum number of votes that would be necessary to take such
action at a meeting at which holders of all shares entitled to vote on the
action were present and voted.

    Every
written consent signed by the holders of less than all the shares entitled to
vote with respect to the action that is the subject of the consent shall bear
the date of signature of each shareholder who signs the consent. No written
consent signed by the holder of less than all the shares entitled to vote with
respect to the action that is the subject of the consent shall be effective to
take the action that is the subject of the consent unless, within 60 days
after the date of the earliest dated consent delivered to the Corporation in a
manner required by these Bylaws, a consent or consents signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take the action that is the subject of the consent are delivered to
the Corporation by delivery to its registered office, registered agent,
principal place of business, transfer agent, registrar, exchange agent or an
officer or agent of the Corporation having custody of the books in which
proceedings of meetings of shareholders are recorded. Delivery shall be by hand
or certified or registered mail, return receipt requested. Delivery to the
Corporation’s principal place of business shall be addressed to the President or
principal executive officer of the Corporation.

    


    An
electronic transmission by a shareholder consenting to an action to be taken is
considered to be written, signed, and dated for the purposes of this section if
the transmission sets forth or is delivered with information from which the
Corporation can determine that the transmission was transmitted by the
shareholder and the date on which the shareholder transmitted the transmission.
The date of transmission is the date on which the consent was signed. Consent
given by electronic transmission may not be considered delivered until the
consent is reproduced in paper form and the paper form is delivered to the
Corporation at its registered office in this state or its principal place of
business, or to an officer or agent of the Corporation having custody of the
book in which proceedings of shareholder meetings are recorded. Notwithstanding
the preceding paragraph of this section, consent given by electronic
transmission may be delivered to the principal place of business of the
Corporation or to an officer or agent of the Corporation having custody of the
book in which proceedings of shareholder meetings are recorded to the extent and
in the manner provided by resolution of the Board of Directors of the
Corporation.

     

    
      	
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    Any
photographic, photostatic, facsimile, or similarly reliable reproduction of a
consent in writing signed by a shareholder may be substituted or used instead of
the original writing for any purpose for which the original writing could be
used, if the reproduction is a complete reproduction of the entire original
writing.

    Prompt
notice of the taking of any action by shareholders without a meeting by less
than unanimous written consent shall be given to those shareholders who did not
consent in writing to the action.

    


    14. REDEMPTION OF
SHARES

    The
Corporation shall have the power to redeem the shares of any shareholder, or the
shares of a deceased shareholder, upon such terms as may be agreed upon by the
Board of Directors and such shareholder or the shareholder’s personal
representative, or at such price and upon such terms as may be provided in the
Certificate of Incorporation, these Bylaws, or any applicable stock purchase or
redemption agreement.

    


    ARTICLE
III — DIRECTORS

    


    1. BOARD OF
DIRECTORS

    To the
extent not limited or prohibited by law, the Certificate of Incorporation or
these Bylaws, the powers of the Corporation shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of the Board of Directors of the Corporation. Directors need
not be residents of the State of Delaware or shareholders of the Corporation
unless the Certificate of Incorporation or these Bylaws so require.

    


    In the
discharge of any duty imposed or power conferred upon a director, including as a
member of a committee, a director, may in good faith and with ordinary care,
rely on information, opinions, reports, or statements, including financial
statements and other financial data, concerning the Corporation or another
person, that were prepared or presented by: (1) one or more officers or
employees of the Corporation; (2) legal counsel, public accountants,
investment bankers, or other persons as to matters the director reasonably
believes are within the person’s professional or expert competence; or
(3) a committee of the Board of Directors of which the director is not a
member.

    


    A
director is not relying in good faith within the meaning of this section if the
director has knowledge concerning the matter in question that makes reliance
otherwise permitted by this section unwarranted.

     

    
      	
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    2. NUMBER AND ELECTION OF
DIRECTORS

    The
number of directors shall be not less than three (3) or more than nine
(9) provided that the number may be increased or decreased from time to
time by an amendment to these Bylaws or resolution adopted by the Board of
Directors or by the shareholders. No decrease in the number of Directors shall
have the effect of shortening the term of any incumbent director.

    


    At the
first annual meeting of shareholders and at each annual meeting thereafter, the
holders of shares entitled to vote in the election of directors shall elect
directors to hold office until the next succeeding annual meeting.

    


    3. REMOVAL

    Except as
otherwise provided by the Delaware General Corporation Law, these Bylaws or the
Certificate of Incorporation, at any meeting of shareholders called expressly
for that purpose any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority, of the shares
then entitled to vote at an election of directors, subject to any further
restrictions on removal that may be contained in the Bylaws. Whenever the
holders of any class or series of shares or any such group are entitled to elect
one or more directors by the provisions of the Certificate of Incorporation,
only the holders of shares of that class or series or group shall be entitled to
vote for or against the removal of any director elected by the holders of shares
of that class or series or group.

    


    4. RESIGNATION

    A
director may resign by providing notice in writing or by electronic transmission
of such resignation to the Corporation. The resignation shall be effective upon
the date of receipt of the notice of resignation or the date specified in such
notice. Acceptance of the resignation shall not be required to make the
resignation effective.

    


    5. VACANCIES AND INCREASE IN NUMBER
OF DIRECTORS

    Any
vacancy occurring in the Board of Directors may be filled by election at an
annual or special meeting of shareholders called for that purpose or may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his or her predecessor in
office.

    


    A
directorship to be filled by reason of an increase in the number of directors
may be filled by election at an annual or special meeting of shareholders called
for that purpose or may be filled by the Board of Directors for a term of office
continuing only until the next election of one or more directors by the
shareholders.

     

    
      	
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    Notwithstanding
the above, whenever the holders of any class or series of shares or group of
classes or series of shares are entitled to elect one or more directors by the
provisions of the Certificate of Incorporation, any vacancies in such
directorships and any newly created directorships of such class or series to be
filled by reason of an increase in the number of such directors may be filled by
the affirmative vote of a majority of the directors elected by such class or
series, or by such group, then in office, or by a sole remaining director so
elected, or by the vote of the holders of the outstanding shares of such class
or series or of such group, and such directorships shall not in any case be
filled by the vote of the remaining directors or the holders of the outstanding
shares as a whole unless otherwise provided in the Certificate of
Incorporation.

    


    6. ANNUAL MEETING OF
DIRECTORS

    Immediately
following each annual meeting of shareholders, the Board of Directors elected at
such meeting shall hold an annual meeting at which they shall elect officers and
transact such other business as shall come before the meeting. The time and
place of the annual meeting of the Board of Directors may be changed by
resolution of the Board of Directors.

    


    7. REGULAR MEETING OF
DIRECTORS

    Regular
meetings of the Board of Directors may be held with or without notice at such
time and place as may be from time to time determined by the Board of
Directors.

    


    8. SPECIAL MEETINGS OF
DIRECTORS

    The
Secretary shall call a special meeting of the Board of Directors whenever
requested to do so by the President or Chief Executive Officer or by twenty-five
percent (25%) of the members of the Board of Directors. Such special meeting
shall be held at the date and time specified in the notice of
meeting.

    


    9. PLACE OF DIRECTORS’
MEETINGS

    All
meetings of the Board of Directors shall be held either at the principal office
of the Corporation or at such other place, either within or without the State of
Delaware, as shall be specified in the notice of meeting or executed waiver of
notice.

    


    10. NOTICE OF DIRECTORS’
MEETINGS

    All
special meetings of the Board of Directors shall be held upon not less than one
day’s written notice stating the date, place and hour of meeting delivered to
each director either personally or by mail or at the direction of the Chief
Executive Officer, the President or the Secretary or the officer or person
calling the meeting. Annual and regular meetings of the Board of Directors may
be held with or without notice.

    


    In any
case where all of the directors execute a waiver of notice of the time and place
of meeting, no notice thereof shall be required, and any such meeting shall be
held at the time and at the place specified in the waiver of notice. Attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where the directors attend a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called or convened.

     

    
      	
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    Neither
the business to be transacted at, nor the purpose of, any meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

    


    On
consent of a director, notice of the date, time, place, or purpose of a regular
or special meeting of the Board of Directors may be given to the director by
electronic transmission. The director may specify the form of electronic
transmission to be used to communicate notice. The director may revoke this
consent by written notice to the Corporation. The director’s consent is deemed
to be revoked if the Corporation is unable to deliver by electronic transmission
two consecutive notices and the Secretary of the Corporation or other person
responsible for delivering the notice on behalf of the Corporation knows that
the delivery of these two electronic transmissions was unsuccessful. The
inadvertent failure to treat the unsuccessful transmissions as a revocation of
the director’s consent does not invalidate a meeting or other action. An
affidavit of the Secretary or other agent of the Corporation that notice has
been given by electronic transmission is, in the absence of fraud, prima facie
evidence that the notice was given. Notice under this section is deemed given
when the notice is: (1) transmitted to a facsimile number provided by the
director for the purpose of receiving notice; (2) transmitted to an
electronic mail address provided by the director for the purpose of receiving
notice; (3) posted on an electronic network and a message is sent to the
director at the address provided by the director for the purpose of alerting the
director of a posting; or (4) communicated to the director by any other
form of electronic transmission consented to by the director.

    


    11. QUORUM OF
DIRECTORS

    A
majority of the number of directors fixed by, or in the manner provided in, the
Certificate of Incorporation or these Bylaws shall constitute a quorum for the
transaction of business unless a different number or portion is required by law
or the Certificate of Incorporation or these Bylaws. In no case may the
Corporation’s Certificate of Incorporation or these Bylaws provide that less
than one-half of the number of directors so fixed constitute a quorum. The act
of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless the act of a greater
number is required by law or the Certificate of Incorporation or these
Bylaws.

    


    A
director who has a direct or indirect interest in a matter to be voted on at a
meeting of the Board of Directors may be counted in determining whether a quorum
is present.

    


    12. COMPENSATION

    Directors,
as such, shall not receive any stated salary for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at any meeting of the Board or Directors. A
director shall not be precluded from serving the Corporation in any other
capacity and receiving compensation for such services. Member of committees may
be allowed similar compensation and reimbursement of expenses for attending
committee meetings.

     

    
      	
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    13. UNANIMOUS WRITTEN CONSENT OF
DIRECTORS OR COMMITTEE MEMBERS

    Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at a meeting of the Board of Directors
or any committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of the Board of
Directors or committee, as the case may be. An electronic transmission by a
director consenting to an action to be taken and transmitted by a director is
considered written, signed, and dated for the purposes of this section if the
transmission sets forth or is delivered with information from which the
Corporation can determine that the transmission was transmitted by the director
and the date on which the director transmitted the transmission. Such consent
shall have the same force and effect as a unanimous vote at a
meeting.

    


    14. COMMITTEES OF THE BOARD OF
DIRECTORS

    The Board
of Directors may designate from among its members one or more committees, each
of which shall be comprised of one or more of its members, and may designate one
or more of its members as alternate members of any committee, who may, subject
to any limitations imposed by the Board of Directors, replace absent or
disqualified members at any meeting of that committee. Any such committee, to
the extent provided in the resolution of the Board of Directors or in the
Certificate of Incorporation or the Bylaws, shall have and may exercise all of
the authority of the Board of Directors, subject to the limitations set forth in
the Delaware General Corporation Law.

    


    A
majority of the number of committee members fixed by the Board of Directors
shall constitute a quorum for the transaction of business by the Committee. The
act of the majority of the committee members present at a meeting at which a
quorum is present shall be the act of the Committee.

    


    A
committee member who has a direct or indirect interest in a matter to be voted
on at a meeting of the Commitee may be counted in determining whether a quorum
is present.

    No
committee of the Board of Directors shall have the authority of the Board of
Directors in reference to:

    


    (1) amending
the Certificate of Incorporation, except that a committee may, to the extent
provided in the resolution designating that committee or in the Certificate of
Incorporation or the Bylaws, exercise the authority of the Board of Directors
vested in it in accordance with Section 141 of the Delaware General Corporation
Law;

    


    (2) approving
a plan of merger, share exchange, or conversion of the Corporation;

     

    
      	
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    (3) recommending
to the shareholders the sale, lease, or exchange of all or substantially all of
the property and assets of the Corporation otherwise than in the usual and
regular course of its business;

    (4) recommending
to the shareholders a voluntary dissolution of the Corporation or a revocation
thereof;

    (5) amending,
altering, or repealing the Bylaws of the Corporation or adopting new Bylaws of
the Corporation;

    (6) filling
vacancies in the Board of Directors;

    (7) filling
vacancies in or designating alternate members of any such
committee;

    (8) filling
any directorship to be filled by reason of an increase in the number of
directors;

    (9) electing
or removing officers of the Corporation or members or alternate members of any
such committee;

    (10) fixing
the compensation of any member or alternate members of such committee;
or

    (11) altering
or repealing any resolution of the Board of Directors that by its terms provides
that it shall not be so amendable or repealable.

    


    Unless
the resolution designating a particular committee, the Certificate of
Incorporation, or the Bylaws expressly so provide, no committee of the Board of
Directors shall have the authority to authorize a distribution or to authorize
the issuance of shares of the Corporation.

    


    The
designation of a committee of the Board of Directors and the delegation thereto
of authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.

    Committees
appointed by the Board of Directors may appoint Subcommittees to take the
actions delegated to the Committee by the Board of Directors.

     

    
      	
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    ARTICLE
IV — OFFICERS

    1. NUMBER OF
OFFICERS

    The
officers of the Corporation shall consist of a Chief Executive Officer, a
President, Chief Financial Officer and a Secretary, each of whom shall be
elected by the Board of Directors at such time and in such manner as may be
prescribed by the Bylaws. Such other officers, assistant officers, and agents as
may be deemed necessary may be elected or appointed by the Board of Directors or
chosen in such other manner as may be prescribed by these Bylaws. Any two
(2) or more offices may be held by the same person.

    


    2. ELECTION OF
OFFICERS

    All
officers shall be elected at the annual meeting of the Board of Directors. If
any office is not filled at such annual meeting, it may be filled at any
subsequent regular or special meeting of the board. The Board of Directors at
such annual meeting, or at any subsequent regular or special meeting may also
elect or appoint such other officers and assistant officers and agents as may be
deemed necessary.

    All
officers and assistant officers shall be elected to serve until the next annual
meeting of directors (following the next annual meeting of shareholders) or
until their successors are elected; provided, that any officer or assistant
officer elected or appointed by the Board of Directors may be removed with or
without cause at any regular or special meeting of the Board of Directors
whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term, not longer than the next annual meeting of the Board
of Directors, as shall be specified, subject to like right of removal by the
Board of Directors. If any office becomes vacant for any reason, the vacancy may
be filled by the Board of Directors.

    


    3. POWERS OF
OFFICERS

    Each
officer shall have, subject to these Bylaws, in addition to the duties and
powers specifically set forth herein, such powers and duties as are commonly
incident to that office and such duties and powers as the Board of Directors
shall from time to time designate. All officers shall perform their duties
subject to the directions and under the supervision of the Board of Directors.
The Chief Executive Officer or the President may secure the fidelity of any and
all officers by bond or otherwise.

    


    All
officers and agents of the Corporation, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be provided in these Bylaws, or as may be determined
by resolution of the Board of Directors not inconsistent with these
Bylaws.

     

    
      	
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    In the
discharge of any duty imposed or power conferred upon an officer of the
Corporation, the officer may in good faith and ordinary care rely on
information, opinions, reports, or statements, including financial statements
and other financial data, concerning the Corporation or another person, that
were prepared or presented by: (1) one or more other officers or employees
of the Corporation including members of the Board of Directors; or
(2) legal counsel, public accountants, investment bankers, or other persons
as to matters the officer reasonably believes are within the person’s
professional or expert competence.

    


    An
officer is not relying in good faith within the meaning of this section if the
officer has knowledge concerning the matter in question that makes reliance
otherwise permitted by this subsection unwarranted.

    


    4. CHIEF EXECUTIVE OFFICER and
PRESIDENT

    The Chief
Executive Officer (“CEO”) shall be the chief executive officer of the
Corporation. The CEO or the President shall preside at all meetings of all
directors and shareholders. Such officers shall see that all orders and
resolutions of the board are carried out, subject however, to the right of the
directors to delegate specific powers, except such as may be by statute
exclusively conferred on the CEO or the President, or on any other officers of
the Corporation.

    


    The CEO,
President or any Vice-President shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the Corporation. When authorized by
the board, the CEO, President or any Vice-President may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the Secretary or an Assistant Secretary. The CEO,
President or any Vice-President shall sign certificates of stock.

    The CEO
or President shall submit a report of the operations of the Corporation for the
year to the directors at their meeting next preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.

    


    5.
VICE-PRESIDENTS

    The
Vice-President, or Vice-Presidents, if any shall be appointed , in order of
their rank as fixed by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and they shall perform such other duties as the Board of Directors
shall prescribe.

    


    6. THE SECRETARY AND ASSISTANT
SECRETARIES

    The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and shall record all votes and the minutes of all
proceedings and shall perform like duties for the standing committees when
required. The Secretary shall give or cause to be given notice of all meetings
of the shareholders and all meetings of the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors. The Secretary
shall keep in safe custody the seal of the Corporation, and when authorized by
the Board of Directors, affix the same to any instrument requiring it, and when
so affixed, it shall be attested by the Secretary’s signature or by the
signature of an Assistant Secretary.

     

    
      	
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    The
Assistant Secretaries shall in order of their rank as fixed by the Board of
Directors, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary, and they shall perform such other duties
as the Board of Directors shall prescribe.

    In the
absence of the Secretary or an Assistant Secretary, the minutes of all meetings
of the board and shareholders shall be recorded by such person as shall be
designated by the Chief Executive Officer, the President or by the Board of
Directors.

    


    7. THE CHIEF FINANCIAL OFFICER AND
TREASURER

    The Chief
Financial Officer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.

    


    The Chief
Financial Officer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements. The
Chief Financial Officer shall keep and maintain the Corporation’s books of
account and shall render to the Chief Executive Officer, the President, if the
President is not the same individual as the Chief Financial Officer, and
directors an account of all of his or her transactions as Chief Financial
Officer and of the financial condition of the Corporation and exhibit the books,
records and accounts to the Chief Executive Officer, the President or directors
at any time. The Chief Financial Officer shall disburse funds for capital
expenditures as authorized by the Board of Directors and in accordance with the
orders of the Chief Executive Officer or the President, if the President is not
the same individual as the Chief Financial Officer, and present to the Chief
Executive Officer or the President, if the President is not the same individual
as the Chief Financial Officer, for his or her attention any requests for
disbursing funds if in the judgment of the Chief Financial Officer any such
request is not properly authorized. The Chief Financial Officer shall perform
such other duties as may be directed by the Board of Directors or by the Chief
Executive Officer or the President, if the President is not the same individual
as the Chief Financial Officer.

    


    If
required by the Board of Directors, the Chief Financial Officer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office and for the restoration to the Corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the incumbent’s
possession or under the incumbent’s control belonging to the
Corporation.

    


    The
Treasurer, if one shall be appointed, shall, in the absence or disability of the
Chief Financial Officer perform the duties and exercise the powers of the Chief
Financial Officer, and they shall perform such other duties as the Board of
Directors shall prescribe.

     

    
      	
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    ARTICLE V
— SHARES: STOCK CERTIFICATES, ISSUANCE, TRANSFER, ETC.

    


    1. CERTIFICATES OF
STOCK

    Every
holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by, the Chairman and Chief
Executive Officer, the President, or a Vice-president, and by the Chief
Financial Officer or Treasurer or the Secretary or an Assistant Secretary of the
corporation, bearing the corporate seal or a facsimile thereof certifying the
number of shares owned by him in the corporation.

    Where a
certificate is signed (1) by a transfer agent or an assistant transfer
agent or (2) by a transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such Chairman and Chief Executive Officer, the
President, or a Vice-president, and by the Chief Financial Officer or Treasurer
or the Secretary or an Assistant Secretary may be facsimile. In case any officer
or officers who have signed, or whose facsimile signature or signatures have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the corporation.

    


    2. LOST
CERTIFICATES

    The
Secretary, Chief Financial Officer or Treasurer who has charge of the transfer
and issuance of stock of the corporation shall issue a new certificate or
certificates in place of any certificate or certificates theretofore issued by
the corporation allegedly lost, upon the submission by the owner of such lost or
destroyed certificate, or his legal representative, to the corporation of a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.

    


    3. TRANSFERS OF
STOCK

    Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books.

    


    4. REGISTERED
STOCKHOLDERS

    The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.

     

    
      	
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    5. UNCERTIFICATED
SHARES

    The board
of directors of the corporation may provide by resolution or resolutions that
some or all of any or all classes or series of its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the
corporation.

    


    ARTICLE
VI — DIVIDEND AND DISTRIBUTIONS

    


    1. DECLARATION

    The Board
of Directors may declare at any annual, regular or special meeting of the Board
of Directors and the Corporation may pay, dividends on the outstanding shares in
cash, property or in the shares of the Corporation to the extent permitted by,
and subject to the provisions of, the laws of the State of
Delaware.

    


    2. RESERVES

    The Board
of Directors may by resolution, create a reserve or reserves out of the
Corporation’s surplus or designate or allocate any part or all of the
Corporation’s surplus in any manner for any proper purpose or purposes,
including but not limited to creating a reserve fund to meet contingencies or
for equalizing dividends or for repairing or maintaining any property of the
Corporation, and may increase, decrease, or abolish any such reserve,
designation, or allocation in the same manner.

    


    ARTICLE
VII — INDEMNIFICATION AND INSURANCE

    


    1.
INDEMNIFICATION

    The
Corporation shall, to the fullest extent permitted by and pursuant to the
provisions of the Delaware General Corporation Law, indemnify and advance
expenses to any person: (1) who is or was a director of the Corporation;
(2) who, while a director of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, employee benefit plan, other enterprise, or other
entity; (3) who is or was an officer of the Corporation; (4) who is or
was an employee of the Corporation; (5) who is or was an agent of the
Corporation; and (6) who is not or was not an officer, employee, or agent
of the Corporation but who is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, employee
benefit plan, other enterprise, or other entity.

     

    
      	
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      Rose Petroleum Corporation Bylaws

            	 
      	
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    2. INSURANCE

    The
Corporation may purchase and maintain insurance or another arrangement on behalf
of any person who is or was a director, officer, employee, or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, employee benefit
plan, other enterprise, or other entity, against any liability asserted against
him or her and incurred by him or her in such a capacity or arising out of his
or her status as such a person, whether or not the Corporation would have the
power to indemnify him or her against that liability. If the insurance or other
arrangement is with a person or entity that is not regularly engaged in the
business of providing insurance coverage, the insurance or arrangement may
provide for payment of a liability with respect to which the Corporation would
not have the power to indemnify the person only if including coverage for the
additional liability has been approved by the shareholders of the Corporation.
Without limiting the power of the Corporation to procure or maintain any kind of
insurance or other arrangement, the Corporation may, for the benefit of persons
indemnified by the Corporation, (1) create a trust fund; (2) establish
any form of self-insurance; (3) secure its indemnity obligation by grant of
a security interest or other lien on the assets of the Corporation; or
(4) establish a letter of credit, guaranty, or surety arrangement. The
insurance or other arrangement may be procured, maintained, or established
within the Corporation or with any insurer or other person deemed appropriate by
the Board of Directors regardless of whether all or part of the stock or other
securities of the insurer or other person are owned in whole or part by the
Corporation. In the absence of fraud, the judgment of the Board of Directors as
to the terms and conditions of the insurance or other arrangement and the
identity of the insurer or other person participating in an arrangement shall be
conclusive and the insurance or arrangement shall not be voidable and shall not
subject the directors approving the insurance or arrangement to liability, on
any ground, regardless of whether directors participating in the approval are
beneficiaries of the insurance or arrangement.

    


    ARTICLE
VIII — MISCELLANEOUS

    


    1. INFORMAL
ACTION

    Any
action required to be taken or which may be taken at a meeting of the
shareholders, directors or members of a Board of Directors’ committee, may be
taken without a meeting if a consent in writing setting forth the action so
taken shall be signed by all of the shareholders, directors, or members of a
Board of Directors’ committee, as the case may be, entitled to vote with respect
to the subject matter thereof.

    


    An
electronic transmission by a shareholder, director or member of a Board of
Directors’ committee consenting to an action to be taken and transmitted by a
shareholder, director or member of a Board of Directors’ committee is considered
written, signed, and dated for the purposes of this article if the transmission
sets forth or is delivered with information from which the Corporation can
determine that the transmission was transmitted by the shareholder, director or
member of a Board of Directors’ committee and the date on which the shareholder,
director or member of a Board of Directors’ committee transmitted the
transmission. Such consent shall have the same force and effect as a unanimous
vote at a meeting, and may be stated as such in any document or instrument filed
with the Secretary of State.

     

    
      	
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      Rose Petroleum Corporation Bylaws

            	 
      	
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    2. WAIVER OF
NOTICE

    Whenever
any notice is required to be given to any shareholder or director of the
Corporation under the provisions of the Delaware General Corporation Law or
under the provisions of the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, or a waiver by electronic transmission by the person entitled to notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.

    


    3. USE OF ELECTRONIC
TRANSMISSION

    The
Corporation is authorized to use “electronic transmissions” as defined in the
Delaware General Corporation Law to the full extent allowed by said Act,
including, but not limited to the purposes of notices, proxies, waivers,
resignations and any other purpose for which electronic transmissions are
permitted.

    


    “Electronic
transmission” means a form of communication that: (a) does not directly
involve the physical transmission of paper; (b) creates a record that may
be retained, retrieved, and reviewed by the recipient; and (c) may be
directly reproduced in paper form by the recipient through an automated
process.

    


    4. MEETINGS BY TELEPHONE CONFERENCE
OR OTHER REMOTE COMMUNICATIONS TECHNOLOGY

    Subject
to the provisions for notice required by these Bylaws and the Delaware General
Corporation Law for notice of meetings, directors and shareholders may
participate in and hold a meeting by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other. Or, another suitable electronic communications system may be
used including videoconferencing technology or the Internet, but only if, each
director or shareholder entitled to participate in the meeting consents to the
meeting being held by means of that system and the system provides access to the
meeting in a manner or using a method by which each director and shareholder
participating in the meeting can communicate concurrently with each other
participant. Participation in such meeting shall constitute attendance and
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

    


    5. SEAL

    The
Corporation may adopt a corporate seal in such form as the Board of Directors
may determine. The Corporation shall not be required to use the corporate seal
and the lack of the corporate seal shall not affect an otherwise valid contract
or other instrument executed by the Corporation.

     

    
      	
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      Rose Petroleum Corporation Bylaws

            	 
      	
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    6. CHECKS, DRAFTS,
ETC.

    All
checks, drafts or other instruments for payment of money or notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as shall be determined from time to time by Resolution of the Board of
Directors.

    


    7. FISCAL YEAR

    The
fiscal year of the Corporation shall be as determined by the Board of
Directors.

    


    ARTICLE
IX — CONSTRUCTION

    


    1. PRONOUNS AND
HEADINGS

    All
personal pronouns used in these Bylaws shall include the other gender whether
used in masculine or feminine or neuter gender, and the singular shall include
the plural whenever and as often as may be appropriate. All headings herein are
for the parties’ convenience only and neither limit nor amplify the provisions
of this Agreement.

    


    2. INVALID
PROVISIONS

    If any
one or more of the provisions of these Bylaws, or the applicability of any such
provision to a specific situation, shall be held invalid or unenforceable, such
provision shall be modified to the minimum extent necessary to make it or its
application valid and enforceable, and the validity and enforceability of all
other provisions of these Bylaws and all other applications of any such
provision shall not be affected thereby.

    


    3. REFERENCES TO EXISTING
STATUTES

    References
in these Bylaws to any existing statute also include any successor law to such
statute.

    


    ARTICLE X
— AMENDMENT OF BYLAWS

    


    The Board
of Directors may amend or repeal these Bylaws, or adopt new Bylaws, unless the
Certificate of Incorporation or the Delaware General Corporation Law reserves
the power exclusively to the shareholders in whole or part, or the shareholders
in amending, repealing, or adopting a particular bylaw expressly provide that
the Board of Directors may not amend or repeal that bylaw.

    


    Adopted
by the Board of Directors on May ____, 2008

    
      
        
          
            
              
                	 
      	 
      	 
      
	 
      	 
      	
                        Secretary

                      
	
                        ATTEST:

                      	 
      	 
      
	 	 	 


              

            

          

        

      

    

     

    
      	
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    WRITTEN
CONSENT TO ACTION

    OF
THE

    BOARD
OF DIRECTORS

    OF

    GLEN
ROSE PETROLEUM CORPORATION

     

    (a
Delaware Corporation)

     

    
      	
               

            


    

    
      The
undersigned, being all of the directors of Glen Rose Petroleum Corporation, a
Delaware
corporation (the "Corporation"), acting pursuant to the authority granted by
Section
141(f) of the Delaware General Corporation Law, do hereby adopt the following
resolutions by written consent as of March 2. 2010.

    

     

    Amendment to
Bylaws

     

    WHEREAS, the Transaction
Documents provide that the Corporation's Bylaws shall be amended to provide that
Iroquois Capital Opportunity Fund, LP or its assignee may designated a Nominated
Director to require certain approvals of the Nominated Director for certain
actions by the Corporation;

     

    WHEREAS, the Transaction
Documents provide for Iroquois Capital Opportunity Fund, LP to designate a
director to be nominated to the Board of Directors to serve as a Nominated
Director as defined by the Corporation's bylaws;

     

    WHEREAS, by unanimous written
consent of the Board of Directors, the
bylaws were previously amended on February 25, 2010 to provide that Iroquois
Capital Opportunity Fund, LP or its assignee may designated a Nominated Director
to require certain approvals of the Nominated Director for certain actions by
the Corporation;

     

    WHEREAS, it is proposed that
Article III, Section be further amended to add additional language regarding the
resignation or other removal of the nominated director;

     

    NOW,
THEREFORE, BE IT

     

    RESOLVED, that the Bylaws of
the Corporation are amended pursuant to Article X of the Bylaws to revise
Section 15 of Article Ill as follows:


    
      
         


      

      
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    15.
NOMINATED DIRECTOR

     

    As
referenced in a subscription agreement entered into on February 25, 2010
("Subscription Agreement") relating to the issuance of Secured Convertible
Promissory Notes ("Secured Convertible Promissory Notes") to Iroquois Capital
Opportunity Fund, LP and other subscribers,
Iroquois Capital Opportunity Fund, LP shall be permitted, upon
written notice thereof delivered to the Secretary or other officer of the
Corporation (the "Director Nomination Notice"), to nominate one (1) director to
the Board of Directors of the Corporation, ("Nominated Director") which director
shall begin to serve immediately as a director of the Corporation after the
delivery of the Director Nomination Notice and the acceptance of such position
by that Nominated Director. The Nominated
Director:

     

    
      	
               
      

            	
              (i)

            	
              shall
      be appointed through the Director Nomination Notice consistent with this
      Article III, Section 15 of the
      Corporation's Bylaws and may not be removed or amended by a vote of the
      Corporation's common stock shareholders;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              shall
      he entitled to one vote in connection with any matter subject to a vote or
      other approval of such Board of Directors (with each remaining directors
      entitled to one vote each).

            


    

     

    In the event there is any
vacancy created by the death, resignation or other removal of the nominated
director, including but not limited to the non-re-election and/or non-approval
by the Shareholders, Iroquois Capital Opportunity Fund, LP or its assignee of such
rights shall have the right to nominate a replacement Nominated Director, which
director shall begin to serve immediately as a director of the Corporation and
whose directorship shall be subject to election in accordance with the
Corporation's and Subsidiary's articles of incorporation at the next held
general meeting. The Nominated Director shall be entitled to and shall receive
the same compensation, reimbursement, insurance, benefit, protections and rights
as the other directors of the Corporation and Subsidiary. The actions and advice
of any person serving as a Nominated Director pursuant to this Article III,
Section 15 of the Corporation's Bylaws as a director at meetings of a Board of Directors
shall be construed to be the actions and advice of that person alone and
not be construed as actions of the Iroquois Capital Opportunity Fund, LP, its
assignee or any subscriber under the Subscription Agreement. The holders of Common Stock, voting as
a separate class, shall be entitled to elect the remaining directors of the
Corporation. At least two of the board members of the Corporation elected by the
Common Stock holders shall he independent directors.

     

    The Board
of Directors may not approve any of the following matters without a vote of a
majority of directors with said majority including the Nominated Director if
such Nominated Director has been nominated pursuant to this Article III, Section
15 of the Corporation's Bylaws and accepted the appointment:

     

    (i)           the
Corporation's or Subsidiary's annual budget;

     

    
      	
               
      

            	
              (ii)

            	
              acquisition
      or disposition of material assets, outside the ordinary course of
      business;

            


    

     

    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              formation
      or dissolution of the Corporation or a subsidiary of the
      Corporation;

            


    
 

    
      	
               
      

            	
              (iv)

            	
              expenditure
      of or incurring of an obligation of $20,000 or more for a single purpose
      during any consecutive twelve month period unless such expenditure has
      been approved in a budget approved by the board of directors of the
      Corporation or Subsidiary ("single purpose" may include an approved
      general plan of operations relating to oil and gas production and shall
      not be a reference to the engagement of any single vendor in connection
      with such approved general plan of operations relating to oil and gas
      production), provided such expenditure has been approved in a budget
      approved by the board of directors of the Corporation and Subsidiary, as
      applicable;

            


    

     

    
      	
               
      

            	
              (v)

            	
              open
      or close any account with any financial
  institution;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              initiation
      or settlement of any litigation, arbitration or judicial proceeding;
      and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      issuance of any equity of the Corporation or right to receive or acquire
      any equity of the Corporation, or modification of any of the foregoing
      outstanding at any time.

            


    

     

    This
Article III, Section 15 of the Corporation's Bylaws shall be effective while the
Secured Convertible Promissory Notes are outstanding and shall thereafter have
no effect.

     

    RESOLVED, that the officers of
the Corporation he, and each of them hereby is, authorized, empowered and
directed, for and on behalf of the Corporation, to take such further action and
to execute and deliver all other documents and to effect all such other filings
or registrations which the officer or officers acting shall determine are
necessary or proper to effect the action authorized by these resolutions;
and

     

    RESOLVED,
that any action or actions heretofore taken by any officer of the Corporation
for and on behalf of the Corporation in connection with the foregoing
resolutions are hereby ratified and approved as the actions of the
Corporation.

     

    [SIGNATURES
FOLLOW]


    
      
         


      

      
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    This
Written Consent may be executed in counterparts and with facsimile signatures
with the effect as if all parties hereto had executed the same document. All
counterparts
shall be construed together and shall constitute a single Written
Consent.

     

    Dated as
of March 2,
2010                                                               DIRECTORS:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                /s/ Paul K. Hickey

                              	 	 
      	 
	
                                Paul
      K. Hickey

                              	 	 
      	 
	 
      	 	 
      	 
	
                                /s/ Theodore D. Williams

                              	 	 
      	 
	
                                Theodore
      D. Williams

                              	 	 
      	 
	 
      	 	 
      	 
	
                                /s/ Andrew Taylor-Kimmins

                              	 	 
      	 
	
                                Andrew
      Taylor-Kimmins

                              	 	 
      	 
	 
      	 	 
      	 
	
                                /s/ Martin Chopp

                              	 	 
      	 
	
                                Martin
      Chopp

                              	 	 
      	 
	 
      	 	 
      	 


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Appendix
2

    


    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED THEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE 1933 ACT) EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

    


    SERIES
X COMMON STOCK PURCHASE WARRANT

    


     GLEN
ROSE PETROLEUM CORPORATION

     

    
      	
              Warrant
      Shares: X-__

            	
              Issue
      Date:  January __, 2011    

            


    

    


    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, _____________________
(the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after July 22, 2011 (the
“Initial
Exercise Date”) and on or prior to the close of business on the second
anniversary of the Issue Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Glen Rose
Petroleum Corporation, a Delaware corporation (the “Company”),
up to _____
shares (the “Warrant
Shares”) of the Company’s common stock (the “Common
Stock”).  The purchase price of one share of Common Stock under this
Warrant shall be equal to the Exercise Price, as defined in Section
2(b).

    


    Section
1.             Definitions.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Application Form (the “Purchase
Agreement”), dated the date hereof, between the Company and the
Holder.

     

    
      
        
           


        

        
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    Section
2.            Exercise.

    a)           Exercise of
Warrant.  Subject to the provisions of Section 5 hereof,
exercise of the purchase rights represented by this Warrant may be made, in
whole or in part, at any time or times on or after the Initial Exercise Date and
on or before the Termination Date by delivery to the Company of a duly executed
facsimile copy of the Notice of Exercise Form annexed hereto (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of the Holder appearing on the books of the
Company); and, within 3 Trading Days of the date said Notice of Exercise is
delivered to the Company, the Company shall have received  payment of
the aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank.  Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the
Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for
cancellation within 3 Trading Days of the date the final Notice of Exercise is
delivered to the Company.  Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of
Warrant Shares purchased.  The Holder and the Company shall maintain
records showing the number of Warrant Shares purchased and the date of such
purchases.  The Company shall deliver any objection to any Notice of
Exercise Form within 1 Business Day of receipt of such notice.  In the
event of any dispute or discrepancy, the records of the Holder shall be
controlling and determinative in the absence of manifest error. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face
hereof.

     

    b)           Exercise
Price.  The exercise price per share of the Common Stock under
this Warrant shall be $0.40, subject to adjustment hereunder (the “Exercise
Price”).

     

    
      
         


      

      
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    c)           Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall
not have the right to exercise any portion of this Warrant, pursuant to Section
2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together
with the Holder’s Affiliates, and any other person or entity acting as a group
together with the Holder or any of the Holder’s Affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). 
For purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to
which such determination is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (A) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates and (B) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation,
any other  Common Stock Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its affiliates.  Except as set forth in the
preceding sentence, for purposes of this Section 2(c), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance
therewith.   To the extent that the limitation contained in this
Section 2(c) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with
any Affiliates) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such
determination.   In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.  For purposes of this Section 2(c), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (x) the Company’s most recent
periodic or annual report, as the case may be, (y) a more recent public
announcement by the Company or (z) any other notice by the Company or the
Company’s Transfer Agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Holder, the Company
shall within two Trading 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 Company, including this Warrant,
by the Holder or its Affiliates since the date as of which such number of
outstanding shares of Common Stock was reported.  The “Beneficial Ownership
Limitation” shall be 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant.  The Holder, upon not
less than 61 days’ prior notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 2(c).  Any
such increase or decrease will not be effective until the 61st day
after such notice is delivered to the Company.  The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(c) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.

     

    d)           Mechanics of
Exercise.

     

    i.            Delivery of Certificates
Upon Exercise.  Certificates for shares purchased hereunder
shall be transmitted by the transfer agent of the Company to the Holder by
crediting the account of the Holder’s prime broker with the Depository Trust
Company through its Deposit Withdrawal Agent Commission (“DWAC”)
system if the Company is a participant in such system and there is an effective
Registration Statement permitting the resale of the Warrant Shares by the
Holder, and otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise within five (5) Trading Days from the delivery
to the Company of the Notice of Exercise Form, surrender of this Warrant (if
required) and payment of the aggregate Exercise Price as set forth above (“Warrant
Share Delivery Date”).  This Warrant shall be deemed to have
been exercised on the date the Exercise Price is received by the
Company.  The Warrant Shares shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date
the Warrant has been exercised by payment to the Company of the Exercise Price
and all taxes required to be paid by the Holder, if any, pursuant to paragraph
(vi) below prior to the issuance of such shares, have been paid. If the Company
fails for any reason to deliver to the Holder certificates evidencing the
Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the average of the Closing Prices for the 5 Trading Days immediately
preceding the date of the applicable Notice of Election), $10 per Trading
Day  for each Trading Day after such Warrant Share Delivery Date until
such certificates are delivered.

     

    
      
         


      

      
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    ii.            Delivery of New Warrants
Upon Exercise.  If this Warrant shall have been exercised in
part, the Company shall, at the request of a Holder and upon surrender of this
Warrant certificate, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant.

     

    iii.            Rescission
Rights.  If the Company fails to cause its transfer agent to
transmit to the Holder a certificate or certificates representing the Warrant
Shares pursuant to paragraph (i) above by the Warrant Share Delivery Date, then
the Holder will have the right to rescind such exercise.

     

    
      
         


      

      
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    iv.            Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.  In
addition to any other rights available to the Holder, if the Company fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Shares pursuant to an exercise on or before the Warrant
Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue times (B) the
price at which the sell order giving rise to such purchase obligation was
executed, and (2) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder.  For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted exercise of shares of Common Stock with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (1)
of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of
the Company, evidence of the amount of such loss.  Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.

     

    v.            No Fractional Shares or
Scrip.  No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant.  As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.

     

    vi.            Charges, Taxes and
Expenses.  Issuance of certificates for Warrant Shares shall be
made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the
event certificates for Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder;
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

     

    vii.            Closing of
Books.  The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

     

    
      
         


      

      
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    Section
3.            Certain
Adjustments.

    a)           Stock Dividends and
Splits. If the Company, at any time while this Warrant is outstanding:
(A) pays a stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not
include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (B) subdivides outstanding shares of Common Stock into a larger number
of shares, (C) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged.  Any
adjustment made pursuant to this Section 3(a) shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification.

     

    b)           Subsequent Equity
Sales. Except in the case of any Exempt Issuance, if, within one (1) year
after the Issue Date of this Warrant, the Company or any of the Subsidiaries, as
applicable, at any time while this Warrant is outstanding, shall sell or grant
any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to
purchase or other disposition) any Common Stock or Common Stock Equivalents
entitling any Person to acquire shares of Common Stock, at an effective price
per share that is less than 75% of the then current Exercise Price (such lower
price, the “Base Share
Price” and such issuances collectively, a “Dilutive Issuance”),
then the Exercise Price shall be reduced to a price equal to the product of
(x)  the Base Share Price, and (y) 133.33%.

     

    c)           For
purposes hereof, “Exempt Issuance” shall mean the issuance of (a) shares of
Common Stock, options or other equity awards to employees, consultants, officers
or directors of the Company pursuant to any stock, option or other equity
compensation plan or arrangement or written consulting or employment agreement
as compensation, (b) securities upon the exercise or exchange of any securities
exercisable or exchangeable for or convertible into shares of Common Stock
issued and outstanding on the Issue Date, provided that such securities have not
been amended since the Issue Date to increase the number of such securities or
to decrease the exercise price, exchange price or conversion price of such
securities, and (c) securities in connection with a transaction in which a
strategic investor participates, whether or not the same results in a change of
control of the Company, where “strategic investor” is deemed to be an investor
who has a business that will benefit directly or indirectly by affiliation with
the Company and its business and/or technology, or any affiliate of such
investor.

     

    d)           [RESERVED]

     

    e)           [RESERVED]

     

    
      
         


      

      
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    f)           Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the
Company effects any merger or consolidation of the Company with or into another
Person, (B) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (C) any tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (each “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate
Consideration”) receivable as a result of such merger, consolidation or
disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. For purposes
of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration.  If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction.  To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this Section 3(e)
and insuring that this Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

     

    g)           Calculations. All
calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3,
the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding
treasury shares, if any) issued and outstanding.

     

    h)           Voluntary Adjustment By
Company. The Company may at any time during the term of this Warrant
reduce the then current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the Company.

     

    
      
         


      

      
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    i)           Notice to
Holder.

     

    i.      Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3, the Company shall promptly mail to the Holder a notice
setting forth the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

     

    ii.     Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Stock; (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common
Stock; (C) the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights; (D) the approval of any stockholders of the
Company shall be required in connection with any reclassification of the Common
Stock, any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be mailed to the Holder
at its last address as it shall appear upon the Warrant Register of the Company,
at least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice.  The Holder is
entitled to exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such
notice.

     

     Section
4.            Transfer of
Warrant.

    a)            Transferability.  Subject
to the provisions of Section 5 hereof, and subject to compliance with any
applicable securities laws and the conditions set forth in Section 4(d) hereof,
this Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of
this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled.  A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.
 

    
      
         


      

      
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    b)           New Warrants. This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney.  Subject to the
provisions of Section 5 hereof, and subject to compliance with Section 4(a), as
to any transfer which may be involved in such division or combination, the
Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice.
All Warrants issued on transfers or exchanges shall be dated the original Issue
Date and shall be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.

     

    c)           Warrant Register. The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to
time.  The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.

     

    Section
5.      Miscellaneous.

    


    a)           No Rights as Shareholder
Until Exercise.  This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof as set forth in Section 2(e) (i).

     

    b)           Loss, Theft, Destruction or
Mutilation of Warrant. The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     

    c)           Saturdays, Sundays,
Holidays, etc.  If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.
 

    
      
         


      

      
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    d)           Authorized
Shares.  The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this
Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may be
listed.  The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with
such issue).

     

    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities 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 actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.

    


    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction
thereof.

    


    e)           Jurisdiction. All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the
Purchase Agreement.

     

    f)           Restrictions.  The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.

     

    g)           Nonwaiver and
Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder’s rights, powers or remedies,
notwithstanding the fact that all rights hereunder terminate on the Termination
Date.  If the Company willfully and knowingly fails to comply with any
provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.
 

    
      
         


      

      
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    h)           Notices.  Any
and all notices or other communications or deliveries to be provided by the
Holders hereunder including, without limitation, any Notice of Conversion, shall
be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service, addressed to the Company, at the address
set forth above, facsimile number +41 22 819 1996, Attention: Chief Financial Officer
or such other facsimile number or address as the Company may specify for
such purposes by notice to the Holders delivered in accordance with this
Section.  Any and all notices or other communications or deliveries to
be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile, or sent by a nationally recognized overnight courier
service addressed to each Holder at the facsimile number or address of such
Holder appearing on the books of the Company, or if no such facsimile number or
address appears on the books of the Company, at the principal place of business
of the Holders.  Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section prior to 5:30 p.m. (New York City
time) on any date, (ii) the date immediately following the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section between 5:30 p.m. and 11:59 p.m. (New York City
time) on any date, (iii) the second Business Day following the date of mailing,
if sent by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.

     

    i)           Limitation of
Liability.  No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

     

    j)           Remedies.  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 and not to assert
the defense in any action for specific performance that a remedy at law would be
adequate.

     

    k)       Successors and
Assigns.  Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Holder.  The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares. This Warrant
may not be assigned or otherwise transferred prior to April 1, 2011, except to
the heirs of the Holder, and except that this Warrant and the common stock to be
issued upon the exercise of this Warrant may be pledged in connection with a
bona fide margin account or other loan secured by this Warrant or the common
stock to be issued upon the exercise of this Warrant.
 

    
      
         


      

      
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    l)           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived only with the
written consent of the Company and the Holders of at least 67% of the Warrants
then outstanding, except as to the Exercise Price or the Termination Date, which
may not be amended or waived as to this Warrant without the consent of the
Holder of this Warrant.

     

    m)          Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

     

    n)          Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

     

    IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be
executed by its officer thereunto duly authorized as of the date first above
indicated.

     

    
      
        
          
            	
                    GLEN
      ROSE PETROLEUM CORPORATION

                  
	 
	
                    By:  

                  	 
      
	 
      	
                    Name:
      Andrew Taylor-Kimmins

                  
	 
      	
                    Title:  Chief
      Executive Officer

                  


          

        

      

    

     

    
      
         


      

      
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    NOTICE
OF EXERCISE

     

    TO:        GLEN
ROSE PETROLEUM CORPORATION

    


    (1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Common Stock Purchase Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

     

    Payment
shall take the form of lawful money of the United States.

     

    (2) Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

     

    _______________________________

    


    The
Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

    


    _______________________________

    


    _______________________________

    


    _______________________________

    


    (4)  Accredited
Investor.  The undersigned is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

    


    [SIGNATURE
OF HOLDER]

    


    Name of
Investing Entity:
________________________________________________________________________

    Signature of Authorized Signatory of
Investing Entity:
_________________________________________________

    Name of
Authorized Signatory:
___________________________________________________________________

    Title of
Authorized Signatory:
____________________________________________________________________

    Date:
________________________________________________________________________________________

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    ASSIGNMENT
FORM

     

    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


    FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Common Stock
Purchase Warrant and all rights evidenced thereby are hereby assigned
to

    


    _______________________________________________
whose address is

    


    _______________________________________________________________.

    


    _______________________________________________________________

    


    Dated:  ______________,
_______

     

    Holder’s
Signature:    _____________________________

    


    Holder’s
Address:      _____________________________

    


                                      
_____________________________

    
 

    Signature
Guaranteed:  ___________________________________________

    


    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Common Stock Purchase Warrant, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Common Stock Purchase Warrant.
 

    
      
         


      

      
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    Appendix
3

    


    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED THEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  ACCORDINGLY,
NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE
1933 ACT) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.

    


    SERIES
XI COMMON STOCK PURCHASE WARRANT

    


     GLEN
ROSE PETROLEUM CORPORATION

     

    
      	
              Warrant
      Shares: XI-__

            	
              Issue
      Date:  January __,
      2011               
      

            


    

    


    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, _____________________
(the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after July 22, 2011 (the
“Initial
Exercise Date”) and on or prior to the close of business on the third
anniversary of the Issue Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Glen Rose
Petroleum Corporation, a Delaware corporation (the “Company”),
up to _____
shares (the “Warrant
Shares”) of the Company’s common stock (the “Common
Stock”).  The purchase price of one share of Common Stock under
this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).

     

    Section
1.            Definitions.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Application Form (the “Purchase
Agreement”), dated the date hereof, between the Company and the
Holder.


    
      
         


      

      
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     Section
2.            Exercise.

    a)            Exercise of
Warrant.  Subject to the provisions of Section 5 hereof,
exercise of the purchase rights represented by this Warrant may be made, in
whole or in part, at any time or times on or after the Initial Exercise Date and
on or before the Termination Date by delivery to the Company of a duly executed
facsimile copy of the Notice of Exercise Form annexed hereto (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of the Holder appearing on the books of the
Company); and, within 3 Trading Days of the date said Notice of Exercise is
delivered to the Company, the Company shall have received  payment of
the aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank.  Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the
Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for
cancellation within 3 Trading Days of the date the final Notice of Exercise is
delivered to the Company.  Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of
Warrant Shares purchased.  The Holder and the Company shall maintain
records showing the number of Warrant Shares purchased and the date of such
purchases.  The Company shall deliver any objection to any Notice of
Exercise Form within 1 Business Day of receipt of such notice.  In the
event of any dispute or discrepancy, the records of the Holder shall be
controlling and determinative in the absence of manifest error. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face
hereof.

     

    b)            Exercise
Price.  The exercise price per share of the Common Stock under
this Warrant shall be $0.60, subject to adjustment hereunder (the “Exercise
Price”).
 

    
      
         


      

      
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    c)           Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall
not have the right to exercise any portion of this Warrant, pursuant to Section
2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together
with the Holder’s Affiliates, and any other person or entity acting as a group
together with the Holder or any of the Holder’s Affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). 
For purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to
which such determination is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (A) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates and (B) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation,
any other  Common Stock Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its affiliates.  Except as set forth in the
preceding sentence, for purposes of this Section 2(c), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance
therewith.   To the extent that the limitation contained in this
Section 2(c) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with
any Affiliates) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such
determination.   In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.  For purposes of this Section 2(c), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (x) the Company’s most recent
periodic or annual report, as the case may be, (y) a more recent public
announcement by the Company or (z) any other notice by the Company or the
Company’s Transfer Agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Holder, the Company
shall within two Trading 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 Company, including this Warrant,
by the Holder or its Affiliates since the date as of which such number of
outstanding shares of Common Stock was reported.  The “Beneficial Ownership
Limitation” shall be 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant.  The Holder, upon not
less than 61 days’ prior notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 2(c).  Any
such increase or decrease will not be effective until the 61st day
after such notice is delivered to the Company.  The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(c) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.

     

    d)           Mechanics of
Exercise.

     

    i.            Delivery of Certificates
Upon Exercise.  Certificates for shares purchased hereunder
shall be transmitted by the transfer agent of the Company to the Holder by
crediting the account of the Holder’s prime broker with the Depository Trust
Company through its Deposit Withdrawal Agent Commission (“DWAC”)
system if the Company is a participant in such system and there is an effective
Registration Statement permitting the resale of the Warrant Shares by the
Holder, and otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise within five (5) Trading Days from the delivery
to the Company of the Notice of Exercise Form, surrender of this Warrant (if
required) and payment of the aggregate Exercise Price as set forth above (“Warrant
Share Delivery Date”).  This Warrant shall be deemed to have
been exercised on the date the Exercise Price is received by the
Company.  The Warrant Shares shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date
the Warrant has been exercised by payment to the Company of the Exercise Price
and all taxes required to be paid by the Holder, if any, pursuant to paragraph
(vi) below prior to the issuance of such shares, have been paid. If the Company
fails for any reason to deliver to the Holder certificates evidencing the
Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the average of the Closing Prices for the 5 Trading Days immediately
preceding the date of the applicable Notice of Election), $10 per Trading
Day  for each Trading Day after such Warrant Share Delivery Date until
such certificates are delivered.
 

    
      
         


      

      
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    ii.            Delivery of New Warrants
Upon Exercise.  If this Warrant shall have been exercised in
part, the Company shall, at the request of a Holder and upon surrender of this
Warrant certificate, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant.

     

    iii.            Rescission
Rights.  If the Company fails to cause its transfer agent to
transmit to the Holder a certificate or certificates representing the Warrant
Shares pursuant to paragraph (i) above by the Warrant Share Delivery Date, then
the Holder will have the right to rescind such exercise.

     

    iv.            Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.  In
addition to any other rights available to the Holder, if the Company fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Shares pursuant to an exercise on or before the Warrant
Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue times (B) the
price at which the sell order giving rise to such purchase obligation was
executed, and (2) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder.  For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted exercise of shares of Common Stock with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (1)
of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of
the Company, evidence of the amount of such loss.  Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms
hereof.
 

    
      
         


      

      
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    v.            No Fractional Shares or
Scrip.  No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant.  As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.

     

    vi.           Charges, Taxes and
Expenses.  Issuance of certificates for Warrant Shares shall be
made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the
event certificates for Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder;
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

     

    vii.          Closing of
Books.  The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
 

    
      
         


      

      
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    Section
3.          Certain
Adjustments.

    a)           Stock Dividends and
Splits. If the Company, at any time while this Warrant is outstanding:
(A) pays a stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not
include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (B) subdivides outstanding shares of Common Stock into a larger number
of shares, (C) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged.  Any
adjustment made pursuant to this Section 3(a) shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification.

     

    b)           Subsequent Equity
Sales. Except in the case of any Exempt Issuance, if, within one (1) year
after the Issue Date of this Warrant, the Company or any of the Subsidiaries, as
applicable, at any time while this Warrant is outstanding, shall sell or grant
any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to
purchase or other disposition) any Common Stock or Common Stock Equivalents
entitling any Person to acquire shares of Common Stock, at an effective price
per share that is less than 50% of the then current Exercise
Price  (such lower price, the “Base Share Price” and
such issuances collectively, a “Dilutive Issuance”),
then the Exercise Price shall be reduced to a price equal to the product of
(x)  the Base Share Price, and (y) 200%.

     

    c)           For
purposes hereof, “Exempt Issuance” shall mean the issuance of (a) shares of
Common Stock, options or other equity awards to employees, consultants, officers
or directors of the Company pursuant to any stock, option or other equity
compensation plan or arrangement or written consulting or employment agreement
as compensation, (b) securities upon the exercise or exchange of any securities
exercisable or exchangeable for or convertible into shares of Common Stock
issued and outstanding on the Issue Date, provided that such securities have not
been amended since the Issue Date to increase the number of such securities or
to decrease the exercise price, exchange price or conversion price of such
securities, and (c) securities in connection with a transaction in which a
strategic investor participates, whether or not the same results in a change of
control of the Company, where “strategic investor” is deemed to be an investor
who has a business that will benefit directly or indirectly by affiliation with
the Company and its business and/or technology, or any affiliate of such
investor.

     

    d)            [RESERVED]

     

    e)            [RESERVED]


    
      
         


      

      
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    f)           Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the
Company effects any merger or consolidation of the Company with or into another
Person, (B) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (C) any tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (each “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate
Consideration”) receivable as a result of such merger, consolidation or
disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. For purposes
of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration.  If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction.  To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this Section 3(e)
and insuring that this Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

     

    g)           Calculations. All
calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3,
the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding
treasury shares, if any) issued and outstanding.

     

    h)           Voluntary Adjustment By
Company. The Company may at any time during the term of this Warrant
reduce the then current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the Company.

     

    i)           Notice to
Holder.

     

    i.           Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3, the Company shall promptly mail to the Holder a notice
setting forth the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.
 

    
      
         


      

      
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    ii.           Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Stock; (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common
Stock; (C) the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights; (D) the approval of any stockholders of the
Company shall be required in connection with any reclassification of the Common
Stock, any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be mailed to the Holder
at its last address as it shall appear upon the Warrant Register of the Company,
at least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice.  The Holder is
entitled to exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such
notice.

     

    Section
4.           Transfer of
Warrant.

    a)           Transferability.  Subject
to the provisions of Section 5 hereof, and subject to compliance with any
applicable securities laws and the conditions set forth in Section 4(d) hereof,
this Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of
this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled.  A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.
 

    
      
         


      

      
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    b)           New Warrants. This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney.  Subject to the
provisions of Section 5 hereof, and subject to compliance with Section 4(a), as
to any transfer which may be involved in such division or combination, the
Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice.
All Warrants issued on transfers or exchanges shall be dated the original Issue
Date and shall be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.

     

    c)           Warrant Register. The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to
time.  The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.

     

    Section
5.          Miscellaneous.

    


    a)           No Rights as Shareholder
Until Exercise.  This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof as set forth in Section 2(e) (i).

     

    b)           Loss, Theft, Destruction or
Mutilation of Warrant. The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     

    c)           Saturdays, Sundays,
Holidays, etc.  If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.

     

    
      
         


      

      
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    d)           Authorized Shares.
The Company covenants that during the period the Warrant is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant.  The Company further covenants
that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant.  The Company will
take all such reasonable action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of the Trading Market upon which the
Common Stock may be listed.  The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this
Warrant, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

     

    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities 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 actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.

    


    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction
thereof.

    


    e)           Jurisdiction. All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the
Purchase Agreement.

     

    f)           Restrictions.  The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.

     

    g)           Nonwaiver and
Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder’s rights, powers or remedies,
notwithstanding the fact that all rights hereunder terminate on the Termination
Date.  If the Company willfully and knowingly fails to comply with any
provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.
 

    
      
         


      

      
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    h)           Notices.  Any
and all notices or other communications or deliveries to be provided by the
Holders hereunder including, without limitation, any Notice of Conversion, shall
be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service, addressed to the Company, at the address
set forth above, facsimile number +41 22 819 1996, Attention: Chief Financial Officer
or such other facsimile number or address as the Company may specify for
such purposes by notice to the Holders delivered in accordance with this
Section.  Any and all notices or other communications or deliveries to
be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile, or sent by a nationally recognized overnight courier
service addressed to each Holder at the facsimile number or address of such
Holder appearing on the books of the Company, or if no such facsimile number or
address appears on the books of the Company, at the principal place of business
of the Holders.  Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section prior to 5:30 p.m. (New York City
time) on any date, (ii) the date immediately following the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section between 5:30 p.m. and 11:59 p.m. (New York City
time) on any date, (iii) the second Business Day following the date of mailing,
if sent by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.

     

    i)           Limitation of
Liability.  No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

     

    j)           Remedies.  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 and not to assert
the defense in any action for specific performance that a remedy at law would be
adequate.

     

    k)       Successors and
Assigns.  Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Holder.  The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares. This Warrant
may not be assigned or otherwise transferred prior to April 1, 2011, except to
the heirs of the Holder, and except that this Warrant and the common stock to be
issued upon the exercise of this Warrant may be pledged in connection with a
bona fide margin account or other loan secured by this Warrant or the common
stock to be issued upon the exercise of this Warrant.
 

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    l)           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived only with the
written consent of the Company and the Holders of at least 67% of the Warrants
then outstanding, except as to the Exercise Price or the Termination Date, which
may not be amended or waived as to this Warrant without the consent of the
Holder of this Warrant.

     

    m)           Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

     

    n)           Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

     

    IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be
executed by its officer thereunto duly authorized as of the date first above
indicated.

    


    
      
        
          
            	
                    GLEN
      ROSE PETROLEUM CORPORATION

                  
	 
	
                    By:  

                  	 
      
	 
      	
                    Name:
      Andrew Taylor-Kimmins

                  
	 
      	
                    Title:  Chief
      Executive Officer

                  


          

        

      

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    NOTICE
OF EXERCISE

     

    TO:     
GLEN ROSE PETROLEUM CORPORATION

    


    (3)  The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Common Stock Purchase Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

     

    Payment
shall take the form of lawful money of the United States.

     

    (4)  Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

     

    _______________________________

    
    

    The
Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

    


    _______________________________

    


    _______________________________

    


    _______________________________

    


    (4)  Accredited
Investor.  The undersigned is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

    


    [SIGNATURE
OF HOLDER]

    


    Name of
Investing Entity:
________________________________________________________________________

    Signature of Authorized Signatory of
Investing Entity:
_________________________________________________

    Name of
Authorized Signatory:
___________________________________________________________________

    Title of
Authorized Signatory:
____________________________________________________________________

    Date:
________________________________________________________________________________________

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    ASSIGNMENT
FORM

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


    FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Common Stock
Purchase Warrant and all rights evidenced thereby are hereby assigned
to

    


    _______________________________________________
whose address is

    


    _______________________________________________________________.

    


    _______________________________________________________________

    


    Dated:  ______________,
_______

     

    Holder’s
Signature:    _____________________________

    


    Holder’s
Address:      _____________________________

    


                                       _____________________________

     

    Signature
Guaranteed:  ___________________________________________

    


    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Common Stock Purchase Warrant, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Common Stock Purchase Warrant.
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    
 

    Appendix
4

    Risks
Relating to Our Business

    


    We
have a history of losses which may continue, which may negatively impact our
ability to achieve our business objectives.

    


    We
incurred net losses of $2,509,790 and $2,181,974 for the years ended March 31,
2010 and 2009, respectively. We cannot assure you that we can achieve or sustain
profitability on a quarterly or annual basis in the future. Our operations are
subject to the risks and competition inherent in the establishment of a business
enterprise. There can be no assurance that future operations will be profitable.
Revenues and profits, if any, will depend upon various factors, including
whether we will be able to continue expansion of our revenue. We may not achieve
our business objectives and the failure to achieve such goals would have an
adverse impact on us.

    


    We
do not have sufficient revenues to fund our current operations.

    


    UHC
Petroleum Corporation does not earn enough money from our oil and gas sales to
pay its operating expenses. Due to our substantial losses and our working
capital deficit, we may be unable to continue as a going concern. If we do not
obtain additional capital, we will be required to severely curtail, or to
completely cease operations. There is no assurance that such additional capital
will be available or will be available on acceptable terms.

    


    Our
independent auditor, has included in its report on our financial statements a
paragraph stating that that we may be unable to continue as a going
concern.

    


    We have
experienced net losses and negative cash flows from operations. We sustained a
net loss of $2,509,790 for fiscal year ended March 31, 2010. We have
an accumulated deficit of $50,942,560. We sold most of our proved reserves in
2007 and we currently do not have significant revenue producing assets. In
addition, we have limited capital resources. All of these factors raise
substantial doubt about our ability to continue as a going concern. The
financial statements included in this report do not include any adjustments that
might result from the outcome of these uncertainties. As noted in an explanatory
paragraph in the report of our independent certified public accountants, on our
consolidated financial statements for the year ended March 31, 2010 these
conditions have raised substantial doubt about our ability to continue as a
going concern.

    


    Natural
gas and oil drilling is a speculative activity and involves numerous risks and
substantial and uncertain costs that could adversely affect us.

    


    An
investment in us should be considered speculative due to the nature of our
involvement in the exploration for, and the acquisition, development and
production of, oil and natural gas in North America. Oil and gas operations
involve many risks, which even a combination of experience and knowledge and
careful evaluation may not be able to overcome. There is no assurance that
commercial quantities of oil and natural gas will be discovered or acquired by
us.

    


    We
depend on successful exploration, development and acquisitions to maintain
reserves and revenue in the future.

    


    Acquisitions
of crude oil and natural gas issuers and crude oil and natural gas assets are
typically based on engineering and economic assessments made by independent
engineers and our own assessments. These assessments will include a series of
assumptions regarding such factors as recoverability and marketability of crude
oil and natural gas, future prices of crude oil and natural gas and operating
costs, future capital expenditures and royalties and other government levies
which will be imposed over the producing life of the reserves. Many of these
factors are subject to change and are beyond our control. In particular, the
prices of and markets for oil and natural gas products may change from those
anticipated at the time of making such assessment. In addition, all such
assessments involve a measure of geologic and engineering uncertainty that could
result in lower production and reserves than anticipated. Initial assessments of
acquisitions may be based on reports by a firm of independent engineers that are
not the same as the firm that we use for our year-end reserve evaluations.
Because each of these firms may have different evaluation methods and
approaches, these initial assessments may differ significantly from the
assessments of the firm used by us.

    


    In
addition, our review of records and properties of potential acquisitions may not
necessarily reveal existing or potential problems, nor will we necessarily
become sufficiently familiar with the properties before we acquire them to
assess fully their deficiencies and potential. Environmental problems, such as
soil or ground water contamination, are not necessarily observable even when an
inspection on a well is undertaken and even when problems are identified, we may
often assume certain environmental and other risks and liabilities in connection
with acquired properties.

    


    We
have substantial capital requirements that, if not met, may hinder our
operations.

    


    If we
have insufficient revenues, we may have limited ability to expend the capital
necessary to undertake or complete future drilling programs. There can be no
assurance that debt or equity financing, or cash generated by operations will be
available or sufficient to meet these requirements or for other corporate
purposes, or if debt or equity financing is available, that it will be on terms
acceptable to us. Moreover, future activities may require us to alter our
capitalization significantly. Our inability to access sufficient capital for our
operations could have a material adverse effect on our financial condition,
results of operations or prospects.

    


    Because
we are small and have limited access to additional capital, we may have to limit
our exploration activity, which may result in a loss of investment.

    


    We have a
small asset base and limited access to additional capital. Accordingly, we must
limit our exploration activity. As such, we may not be able to complete an
exploration program that is as thorough as our management would like. In that
event, existing reserves may go undiscovered. Without finding reserves, we
cannot generate revenues and investors may lose their investment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We
must estimate our proved oil and gas reserves and the estimated future net cash
flows from the reserves. These estimates may prove to be
inaccurate.

     

    This
annual report on Form 10-K contains estimates of our proved oil and gas
reserves and the estimated future net cash flows from such reserves. These
estimates are based upon various assumptions, including assumptions required by
the Securities and Exchange Commission relating to oil and gas prices, drilling
and operating expenses, capital expenditures, taxes and availability of funds.
The process of estimating oil and natural gas reserves is complex. This process
requires significant decisions and assumptions in the evaluation of available
geological, geophysical, engineering and economic data for each reservoir and is
therefore inherently imprecise. Additionally, our interpretations of the rules
governing the estimation of proved reserves could differ from the interpretation
of staff members of regulatory authorities resulting in estimates that could be
challenged by these authorities.

    


    Actual
future production, oil and natural gas prices, revenues, taxes, development
expenditures, operating expenses and quantities of recoverable oil and gas
reserves will most likely vary from those estimated. Any significant variance
could materially affect the estimated quantities and present value of reserves
set forth in this Annual Report and the information incorporated by reference.
Our properties may also be susceptible to hydrocarbon drainage from production
by other operators on adjacent properties. In addition, we may adjust estimates
of proved reserves to reflect production history, results of exploration and
development, prevailing oil and natural gas prices and other factors, many of
which are beyond our control.

    


    Our
business plan anticipates that we will be able to develop our oil and gas
properties. The cost to develop our oil properties is significant, and, to date,
we have been unable to do so due to our lack of funds. Unless we can develop our
oil properties, our revenues and results of operations will be adversely
affected.

    


    We
believe that our properties have significant reserves of oil. However, we have
not had the funds to fully exploit these resources. The costs associated with
the development of oil and gas properties, including engineering studies,
equipment purchase or leasing and personnel costs, are significant. In order to
become profitable we must enhance our oil production, which means that we must
drill and/or recomplete more wells. In order to accomplish this, we must find
additional sources of capital. There is no assurance that such additional
capital will be available or will be available on acceptable terms.

    


    Even
if we fully develop our oil properties, we may not be profitable. Our inability
to operate profitably will adversely affect our business.

    


    We have
assumed that once we fully develop our oil properties we will be profitable.
However, even if we were able to fully develop our properties, there is no
guarantee that we would achieve profitability. Our reserves may prove to be
lower than expected, production levels may be lower than expected, the costs to
exploit the oil may be higher than expected, new regulations may adversely
impact our ability to exploit these resources and the market price for crude oil
may be lower than current prices.

    


    We also
face competition from other oil companies in all aspects of our business,
including obtaining oil leases, marketing oil, and obtaining goods, services and
labor to exploit our resources. Many of our competitors have substantially
larger financial and other resources than we have, and we may not be able to
successfully compete against them. Competition is also presented by alternative
fuel sources, which may be more efficient and less costly and may result in our
products becoming less desirable.

    


    We
cannot control the activities on properties we do not operate and are unable to
ensure their proper operation and profitability.

    


    We do not
operate some of the properties in which we have an interest. As a result, we
have limited ability to exercise influence over, and control the risks
associated with, operations of these properties. The failure of an operator of
our wells to adequately perform operations, an operator’s breach of the
applicable agreements or an operator’s failure to act in ways that are in our
best interests could reduce our production and revenues. The success and timing
of our drilling and development activities on properties operated by others
therefore depend upon a number of factors outside of our control, including the
operator’s timing and amount of capital expenditures, expertise and financial
resources, inclusion of other participants in drilling wells and use of
technology.

    


    The
development and exploitation of oil properties is subject to many risks that are
beyond our control. The occurrence of any of these events could have a material
adverse effect on our business and results of operations.

    


    Our crude
oil drilling and production activities are subject to numerous risks, many of
which are beyond our control. These risks include the following:

    


    
      	 
      	
              ·

            	
              that
      no commercially productive crude oil reservoirs will be
    found;

            
	 
      	
              ·

            	
              that
      crude oil drilling and production activities may be shortened, delayed or
      canceled; and

            
	 
      	
              ·

            	
              that
      our ability to develop, produce and market our reserves may be limited by
      title problems, weather conditions, compliance with governmental
      requirements, and mechanical difficulties or shortages or delays in the
      delivery of drilling rigs and other
equipment.

            


    

     

    We cannot
assure you that the new wells we drill, or the wells that are currently in
existence, will be productive or that we will recover all or any portion of our
investment in them. Drilling for crude oil and natural gas may be unprofitable.
Dry holes and wells that are productive but do not produce sufficient net
revenues after drilling, operating and other costs are
unprofitable.

    


    Our
industry also experiences numerous operating risks. These operating risks
include the risk of fire, explosions, blow-outs, pipe failure, abnormally
pressured formations and environmental hazards. Environmental hazards include
oil spills, natural gas leaks, ruptures or discharges of toxic gases. If any of
these industry operating risks occur, we could sustain substantial losses.
Substantial losses also may result from injury or loss of life, severe damage to
or destruction of property, clean-up responsibilities, regulatory investigation
and penalties and suspension of operations.

    


    Any of
these events could adversely affect our business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We
may not have enough insurance to cover all of the risks we face. If our
insurance coverage is inadequate to pay a claim, we would be responsible for
payment. The requirement that we pay a significant claim would materially,
adversely impact our financial condition and results of operations.

     

    In
accordance with customary industry practices, we maintain insurance coverage
against some, but not all, potential losses in order to protect against the
risks we face. We may elect not to carry insurance if our management believes
that the cost of available insurance is excessive relative to the risks
presented. In addition, we cannot insure fully against pollution and
environmental risks. The occurrence of an event not fully covered by insurance
which we may be required to pay could have a material adverse effect on our
financial condition and results of operations.

    


    Oil
and natural gas prices are highly volatile in general and low prices negatively
affect our financial results.

    


    Our
revenue, profitability, cash flow, future growth and ability to borrow funds or
obtain additional capital, as well as the carrying value of our properties, are
substantially dependent upon prevailing prices of oil and natural gas.
Historically, the markets for oil and natural gas have been volatile, and such
markets are likely to continue to be volatile in the future. Prices are subject
to wide fluctuation in response to relatively minor changes in the supply of and
demand for oil and natural gas, market uncertainty and a variety of additional
factors that are beyond our control. These factors include the level of consumer
product demand, weather conditions, domestic and foreign governmental
regulations, the price and availability of alternative fuels, political
conditions, the foreign supply of oil and natural gas, the price of foreign
imports and overall economic conditions. While we attempt to mitigate price
volatility when we can by acquiring “puts” to protect our prices, we cannot
assure you that such transactions will reduce the risk or minimize the effect of
any decline in oil or natural gas prices. Any substantial or extended decline in
the prices of or demand for oil or natural gas would have a material adverse
effect on our financial condition and results of operations.

    


    Government
regulation and liability for environmental matters may adversely affect our
business and results of operations.

    


    Oil and
natural gas operations are subject to various federal, state and local
government regulations, which may be changed from time to time. Matters subject
to regulation include discharge permits for drilling operations, drilling bonds,
reports concerning operations, the spacing of wells, unitization and pooling of
properties and taxation. From time to time, regulatory agencies have imposed
price controls and limitations on production by restricting the rate of flow of
oil and natural gas wells below actual production capacity in order to conserve
supplies of oil and natural gas. There are federal, state and local laws and
regulations primarily relating to protection of human health and the environment
applicable to the development, production, handling, storage, transportation and
disposal of oil and natural gas, by-products thereof and other substances and
materials produced or used in connection with oil and natural gas operations.
Furthermore, we may be liable for environmental damages caused by previous
owners of property we purchase or lease. As a result, we may incur substantial
liabilities to third parties or governmental entities. We are also subject to
changing and extensive tax laws, the effects of which cannot be predicted. While
the regulations governing our industry have not had a material adverse effect on
our operations to date, the implementation of new laws or regulations, or the
modification of existing laws or regulations, could have a material adverse
effect on us.

    


    We
may not be able to replace production with new reserves.

    


    In
general, the volume of production from oil and gas properties declines as
reserves are depleted. The decline rates depend on reservoir characteristics.
Our aggregate reserves will decline as they are produced unless we acquire
properties with proved reserves or conduct successful development and
exploration drilling activities. Our future natural gas and oil production is
highly dependent upon our level of success in finding or acquiring additional
reserves.

    


    Our
lack of diversification will increase the risk of an investment in us, and our
financial condition and results of operations may deteriorate if we fail to
diversify.

    


    Our
current business focus is on the oil and gas industry in a limited number of
properties in Texas. Larger companies have the ability to manage their risk by
diversification. However, we currently lack diversification, in terms of both
the nature and geographic scope of our business. As a result, we will likely be
impacted more acutely by factors affecting our industry or the region in which
we operate than we would if our business were more diversified, enhancing our
risk profile.

    


    We
face strong competition from other oil and gas companies.

    


    We
encounter competition from other oil and gas companies in all areas of our
operations, including the acquisition of exploratory prospects and proven
properties. Our competitors include major oil and gas companies and numerous
independent oil and gas companies, individuals and drilling and income programs.
Many of our competitors have been engaged in the oil and gas business much
longer than we have and possess substantially larger operating staffs and
greater capital resources than us. These companies may be able to pay more for
exploratory projects and productive oil and gas properties and may be able to
define, evaluate, bid for and purchase a greater number of properties and
prospects than our financial or human resources permit. In addition, these
companies may be able to expend greater resources on the existing and changing
technologies that we believe are and will be increasingly important to attaining
success in the industry. Such competitors may also be in a better position to
secure oilfield services and equipment on a timely basis or on favorable terms.
We may not be able to conduct our operations, evaluate and select suitable
properties and consummate transactions successfully in this highly competitive
environment.

    


    Current
global financial conditions have been characterized by increased volatility
which could have a material adverse effect on our business, prospects, liquidity
and financial condition.

    


    Current
global financial conditions and recent market events have been characterized by
increased volatility and the resulting tightening of the credit and capital
markets has reduced the amount of available liquidity and overall economic
activity. There can be no assurance that debt or equity financing, the ability
to borrow funds or cash generated by operations will be available or sufficient
to meet or satisfy our initiatives, objectives or requirements. Our inability to
access sufficient amounts of capital on terms acceptable to us for our
operations could have a material adverse effect on our business, prospects,
liquidity and financial condition.

    


    The
potential profitability of oil and gas properties depends upon factors beyond
our control.

    


    The
potential profitability of oil and gas properties is dependent upon many factors
beyond our control. For instance, world prices and markets for oil and gas are
unpredictable, highly volatile, potentially subject to governmental fixing,
pegging, controls, or any combination of these and other factors, and respond to
changes in domestic, international, political, social, and economic
environments. Additionally, due to worldwide economic uncertainty, the
availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance. In addition, a productive well
may become uneconomic in the event that water or other deleterious substances
are encountered which impair or prevent the production of oil and/or gas from
the well. In addition, production from any well may be unmarketable if it is
impregnated with water or other deleterious substances. These factors cannot be
accurately predicted and the combination of these factors may result in us not
receiving an adequate return on invested capital.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Seasonal
weather conditions and other factors could adversely affect our ability to
conduct drilling activities.

    


    Our
operations could be adversely affected by seasonal weather conditions and
wildlife restrictions on federal leases. In some areas, certain drilling and
other oil and gas activities can only be conducted during limited times of the
year, typically during the summer months. This would limit our ability to
operate in these areas and could intensify competition during those times for
drilling rigs, oil field equipment, services, supplies and qualified personnel,
which may lead to periodic shortages. These constraints and the resulting
shortages or high costs could delay our operations and materially increase our
operating and capital costs, which could have a material adverse effect upon us
and our results of operations.

    


    If
we are unable to retain qualified managerial and field personnel having
experience in oil and gas exploration, we may not be able to continue our
operations.

    


    Our
success depends to a significant extent upon the continued services of our
directors and officers and, in particular, Ruben Alba, Chief Operations Officer
and Sam Smith, Chief Geologist. Loss of the services of either of these persons
could have a material adverse effect on our growth, revenues, and prospective
business. We have not and do not expect to obtain key man insurance on our
management. In addition, in order to successfully implement and manage our
business plan, we will be dependent upon, among other things, successfully
recruiting qualified managerial and field personnel having experience in the oil
and gas exploration business. Competition for qualified individuals is intense.
There can be no assurance that we will be able to find, attract and retain
existing employees or that we will be able to find, attract and retain qualified
personnel on acceptable terms.

    


    The
marketability of natural resources will be affected by numerous factors beyond
our control.

    


    The
markets and prices for oil and gas depend on numerous factors beyond our
control. These factors include demand for oil and gas, which fluctuate with
changes in market and economic conditions, and other factors,
including: 

    


    
      	 
      	
              ·

            	
              worldwide
      and domestic supplies of oil and gas;

            
	 
      	
              ·

            	
              actions
      taken by foreign oil and gas producing nations;

            
	 
      	
              ·

            	
              political
      conditions and events (including instability or armed conflict) in
      oil-producing or gas-producing regions;

            
	 
      	
              ·

            	
              the
      level of global and domestic oil and gas inventories;

            
	 
      	
              ·

            	
              the
      price and level of foreign imports;

            
	 
      	
              ·

            	
              the
      level of consumer demand;

            
	 
      	
              ·

            	
              the
      price and availability of alternative fuels;

            
	 
      	
              ·

            	
              the
      availability of pipeline or other takeaway capacity;

            
	 
      	
              ·

            	
              weather
      conditions;

            
	 
      	
              ·

            	
              domestic
      and foreign governmental regulations and taxes; and

            
	 
      	
              ·

            	
              the
      overall worldwide and domestic economic
  environment.

            


    

    


    Significant
declines in oil and gas prices for an extended period may have the following
effects on our business:

    


    
      	 
      	
              ·

            	
              adversely
      affect our financial condition, liquidity, ability to finance planned
      capital expenditures and results of operations;

            
	 
      	
              ·

            	
              cause
      us to delay or postpone some of our capital projects;

            
	 
      	
              ·

            	
              reduce
      our revenues, operating income and cash flow; and

            
	 
      	
              ·

            	
              limit
      our access to sources of capital.

            


    

    


    We
may have difficulty distributing our oil and gas production, which could harm
our financial condition.

    


    In order
to sell the oil and gas that we are able to produce, we may have to make
arrangements for storage and distribution to the market. We will rely on local
infrastructure and the availability of transportation for storage and shipment
of our products, but infrastructure development and storage and transportation
facilities may be insufficient for our needs at commercially acceptable terms in
the localities in which we operate. This situation could be particularly
problematic to the extent that our operations are conducted in remote areas that
are difficult to access, such as areas that are distant from shipping and/or
pipeline facilities. These factors may affect our ability to explore and develop
properties and to store and transport our oil and gas production and may
increase our expenses. Furthermore, weather conditions or natural
disasters, actions by companies doing business in one or more of the areas in
which we will operate, or labor disputes may impair the distribution of oil
and/or gas and in turn diminish our financial condition or ability to maintain
our operations.

    


    Litigation
risk

    


    In 2008
we entered into a Farm-In Farm-Out agreement with an Australian company, WHL
Energy Ltd, under which it was to invest a maximum $2,500,000 for 100% of the
costs of development of 2,536 acres of the Wardlaw lease and earn upon
completion of that investment a 50% working interest in the 2,536 acres to a
depth no greater than 600 feet (the “Acreage“), all governed by the Join t
Operating Agreement (“JOA“).  WHL Energy Ltd funded only the first
$1,500,000 and then elected not to fund the remaining balance of $1,000,000. The
agreement allowed for this eventuality and provides that we assign a 50% working
interest in the Acreage to WHL Energy Ltd., and that we may terminate the
agreement and have no further obligation to WHL Energy Ltd. except pursuant to
the JOA.  Under the JOA, as and when we decides to develop the Acreage
above 600 feet, WHL Energy Ltd. will be entitled to participate for its 50%
working interest, pay its share of all costs and receive a 50% share of all net
revenues derived from such development on a well by well basis.  However,
should WHL elect not to participate in any well, the JOA provides for
substantial risk penalties that require WHL Energy Ltd. to relinquish its
interest in the non-consent well(s) until recovery of 300%-500% of all
development and operating expenses. We continue to be the operator under the JOA
and are entitled to a monthly overhead fee per well. We have become aware that
WHL Energy Ltd may  file a law suit against us with an anticipated
claim for repayment of the USD 1,500,000.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    CREDIT
CONCENTRATION RISK

    


    We
produce a raw commodity. Currently one purchaser buys 100% of our production.
Although we believe that other purchasers are available for our production, this
has not yet developed and we are subject to the risk of the purchaser’s solvency
relating to outstanding balances. Although the purchaser has historically timely
paid and we have no information that would indicate that it would be unable to
continue paying in the future, there are no assurances that this will continue.
Any disruption in payments from the purchaser would materially and adversely
affect our results, business condition and ability to continue as a going
concern.

    


    Our
significant shareholders may have substantial influence over our business and
affairs.

    


    As of
March 31, 2010, management and Blackwood Ventures LLC beneficially owned greater
than 60% of our issued and outstanding shares of common stock. As a result,
these insiders will have substantial influence over the outcome of certain
matters requiring shareholder approval, including the power to, among other
things:

    


    
      	 
      	
              ·

            	
              amend
      our articles of incorporation;

            
	 
      	
              ·

            	
              elect
      and remove our directors and control the appointment of our senior
      management; and

            
	 
      	
              ·

            	
              prevent
      our ability to be acquired and complete other significant corporate
      transactions.

            


    

    


    Oil
and gas operations are subject to comprehensive regulation which may cause
substantial delays or require capital outlays in excess of those anticipated,
causing an adverse effect on us.

    


    Oil and
gas operations are subject to federal, state, provincial and local laws relating
to the protection of the environment, including laws regulating removal of
natural resources from the ground and the discharge of materials into the
environment. Oil and gas operations are also subject to federal, state,
provincial and local laws and regulations which seek to maintain health and
safety standards by regulating the design and use of drilling methods and
equipment. Various permits from government bodies are required for drilling
operations to be conducted; no assurance can be given that such permits will be
received.  Further, hydraulic fracturing, the process used for
releasing natural gas from shale rock, has recently come under increased
scrutiny and could be the subject of further regulation that could impact the
timing and cost of development.

    


    Exploration
activities are subject to certain environmental regulations which may prevent or
delay the commencement or continuance of our operations.

    


    In
general, our exploration activities are subject to certain federal, state and
local laws and regulations relating to environmental quality and pollution
control. Such laws and regulations increase the costs of these activities and
may prevent or delay the commencement or continuance of a given operation.
Compliance with these laws and regulations has not had a material effect on our
operations or financial condition to date. Specifically, we are subject to
legislation regarding emissions into the environment, water discharges and
storage and disposition of hazardous wastes. In addition, legislation has been
enacted which requires well and facility sites to be abandoned and reclaimed to
the satisfaction of state authorities. However, such laws and regulations are
frequently changed and we are unable to predict the ultimate cost of compliance.
Generally, environmental requirements do not appear to affect us any differently
or to any greater or lesser extent than other companies in the
industry.

    


    With the
introduction of the Kyoto Protocol, oil and gas producers may be required to
reduce greenhouse gas emissions. This could result in, among other things,
increased operating and capital expenditures for those producers. This could
also make certain production of crude oil or natural gas by those producers
uneconomic, resulting in reductions in such production.

    


    We are
not fully insured against all possible environmental risks.

    


    Exploratory
drilling involves many risks and we may become liable for pollution or other
liabilities which may have an adverse effect on our financial
position.

    


    Drilling
operations generally involve a high degree of risk. Hazards such as unusual or
unexpected geological formations, power outages, labor disruptions, blow-outs,
sour gas leakage, fire, inability to obtain suitable or adequate machinery,
equipment or labor, and other risks are involved. We may become subject to
liability for pollution or hazards against which we cannot adequately insure or
for which we may elect not to insure. Incurring any such liability may have a
material adverse effect on our financial position and operations.

    


    Any
change in government regulation and/or administrative practices may have a
negative impact on our ability to operate and on our profitability.

    


    The laws,
regulations, policies or current administrative practices of any government
body, organization or regulatory agency in the U.S. may be changed, applied or
interpreted in a manner which will fundamentally alter our ability to carry on
our business. The actions, policies or regulations, or changes thereto, of any
government body or regulatory agency, or other special interest groups, may have
a detrimental effect on us. Any or all of these situations may have a negative
impact on our ability to operate and/or our profitability.

    


    No
assurance can be given that defects in our title to natural gas and oil
interests do not exist.

    


    Title to
natural gas and oil interests is often not possible to determine without
incurring substantial expense. An independent title review was completed with
respect to certain of the more valuable natural gas and oil rights acquired by
us and the interests in natural gas and oil rights owned by us. Also, legal
opinions have been obtained with respect to the spacing units for the wells
which have been drilled to date and which have been operated by us.

    


    However,
no assurance can be given that title defects do not exist. If a title defect
does exist, it is possible that we may lose all or a portion of the properties
to which the title defect relates. Our actual interest in certain properties may
therefore vary from our records.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Risks
Relating to our Common Stock

    


    If
we fail to remain current in our reporting requirements, we could be removed
from the OTC Bulletin Board which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.

    


    Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If we fail to remain current on our
reporting requirements, we could be removed from the OTC Bulletin Board. As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary
market.

    


    The
market price for our common stock may be highly volatile.

    


    The
market price for our common stock may be highly volatile and could be subject to
wide fluctuations. Some of the factors that could negatively affect such share
price include:

    


    
      	 
      	
              ·

            	
              actual
      or anticipated fluctuations in our quarterly results of
      operations;

            
	 
      	
              ·

            	
              liquidity;

            
	 
      	
              ·

            	
              sales
      of common stock by our shareholders;

            
	 
      	
              ·

            	
              changes
      in oil and natural gas prices;

            
	 
      	
              ·

            	
              changes
      in our cash flows from operations or earnings
estimates;

            
	 
      	
              ·

            	
              publication
      of research reports about us or the exploration and production industry
      generally;

            
	 
      	
              ·

            	
              increases
      in market interest rates which may increase our cost of
      capital;

            
	 
      	
              ·

            	
              changes
      in applicable laws or regulations, court rulings and enforcement and legal
      actions;

            
	 
      	
              ·

            	
              changes
      in market valuations of similar companies;

            
	 
      	
              ·

            	
              adverse
      market reaction to any increased indebtedness we incur in the
      future;

            
	 
      	
              ·

            	
              additions
      or departures of key management personnel;

            
	 
      	
              ·

            	
              actions
      by our shareholders;

            
	 
      	
              ·

            	
              commencement
      of or involvement in litigation;

            
	 
      	
              ·

            	
              news
      reports relating to trends, concerns, technological or competitive
      developments, regulatory changes and other related issues in our
      industry;

            
	 
      	
              ·

            	
              speculation
      in the press or investment community regarding our
    business;

            
	 
      	
              ·

            	
              general
      market and economic conditions; and

            
	 
      	
              ·

            	
              domestic
      and international economic, legal and regulatory factors unrelated to our
      performance.

            


    

    


    Financial
markets have recently experienced significant price and volume fluctuations that
have affected the market prices of equity securities of companies and that have,
in many cases, been unrelated to the operating performance, underlying asset
values or prospects of such companies.  Accordingly, the market price
of our common stock may decline even if our operating results, underlying asset
values or prospects have not changed. Additionally, these factors, as well as
other related factors, may cause decreases in asset values that are deemed to be
other than temporary. 

    


    We do not anticipate paying dividends
on our common stock in
the foreseeable future.

    


    We do not
expect to declare or pay any cash or other dividends in the foreseeable future
on our common stock, as we intend to use cash flow generated by operations to
develop our business.

    


    Our
common stock is subject to the “penny stock” rules of the SEC and the trading
market in our securities is limited, which makes transactions in our common
stock cumbersome and may reduce the value of an investment in our common
stock.

    


    The SEC
has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for
the purposes relevant to us, as any equity security that (i) has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per
share, or (ii) is not registered on a national securities exchange or listed on
an automated quotation system sponsored by a national securities exchange. For
any transaction involving a penny stock, unless exempt, Rule 15g-9 of the
Exchange Act requires:

    


    
      	 
      	
              ·

            	
              that
      a broker or dealer approve a person’s account for transactions in penny
      stocks; and

            
	 
      	
              ·

            	
              the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.

            


    

    


    In order
to approve a person’s account for transactions in penny stocks, the broker or
dealer must:

    


    
      	 
      	
              ·

            	
              obtain
      financial information and investment experience objectives of the person;
      and

            
	 
      	
              ·

            	
              make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.

            


    

    


    The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the SEC relating to the penny stock market,
which, in highlight form:

    


    
      	 
      	
              ·

            	
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and

            
	 
      	
              ·

            	
              attests
      that the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.

            


    

    


    Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about the commissions payable to both
the broker-dealer and the registered representative. Current quotations for the
securities and the rights and remedies and to be available to an investor in
cases of fraud in penny stock transactions. Finally, monthly statements have to
be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. Generally,
brokers may be less willing to execute transactions in securities subject to the
“penny stock” rules. This may make it more difficult


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Investors
may be unable to enforce judgments against us and certain of our directors and
officers.

    


    Certain
of our directors and officers reside principally outside the U.S. Because all or
substantially all of the assets of these persons are located outside the U.S.,
it may not be possible for you to effect service of process within the U.S. upon
us or those persons. Furthermore it may not be possible for you to enforce
judgments obtained in U.S. courts based upon the civil liability provisions of
the U.S. federal securities laws or other laws of the U.S. against us or those
persons.
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    APPENDIX
5- REGULATION S PAGE FOR NON-U.S. PURCHASERS

     

    The
undersigned Purchaser (a “Reg S Person”) is not a U.S. Person as defined in
Section 904 of Regulation S promulgated under the Securities Act, and hereby
represents that the representations in paragraphs (1) through (9) are true and
correct with respect to such Reg S  Person.

     

    
      	
              (1)

            	
              Such
      Reg S Person acknowledges and warrants that (i) the issuance and sale to
      such Reg S Person of the Securities is intended to be exempt from the
      registration requirements of the Securities Act, pursuant to the
      provisions of Regulation S; (ii) it is not a “U.S. Person,” as such term
      is defined in Regulation S and herein, and is not acquiring the Securities
      for the account or benefit of any U.S. Person; and (iii) the offer and
      sale of the Securities has not taken place, and is not taking place,
      within the United States of America or its territories or
      possessions.  Such Reg S Person acknowledges that the offer and
      sale of the Securities has taken place, and is taking place in an
      “offshore transaction,” as such term is defined in Regulation
      S.

            


    

     

    
      	
              (2)

            	
              Such
      Reg S Person acknowledges and agrees that, pursuant to the provisions of
      Regulation S, the Securities cannot be sold, assigned, transferred,
      conveyed, pledged or otherwise disposed of to any U.S. Person or within
      the United States of America or its territories or possessions for a
      period of six months from and after the Closing Date, unless such shares
      are registered for sale in the United States pursuant to an effective
      registration statement under the Securities Act or another exemption from
      such registration is available.  Such Reg S Person acknowledges
      that it has not engaged in any hedging transactions with regard to the
      Securities.

            


    

     

    
      	
              (3)

            	
              Such
      Reg S Person consents to the placement of a legend on any certificate,
      note or other document evidencing the Securities and understands that the
      Company shall be required to refuse to register any transfer of Securities
      not made in accordance with applicable U.S. securities
    laws.

            


    

     

    
      	
              (4)

            	
              Such
      Reg S Person is not a “distributor” of securities, as that term is defined
      in Regulation S, nor a dealer in securities. Such Reg S Person is
      purchasing the Securities as principal for its own account, for investment
      purposes only and not with an intent or view towards further sale or
      distribution (as such term is used in Section 2(11) of the Securities Act)
      thereof, and has not pre-arranged any sale with any other purchaser and
      has no plans to enter into any such agreement or
    arrangement.

            


    

     

    
      	
              (5)

            	
              Such
      Reg S Person is not an Affiliate of the Company nor is any Affiliate of
      such Reg S Person an Affiliate of the Company. An “Affiliate” is an
      individual or corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company,
      joint stock company, government (or an agency or subdivision thereof) or
      other entity of any kind (each of the foregoing, a “Person”) that,
      directly or indirectly through one or more intermediaries, controls or is
      controlled by or is under common control with a Person as such terms are
      used in and construed under Rule 405 under the Securities
      Act.  With respect to a Reg S Person, any investment fund or
      managed account that is managed on a discretionary basis by the same
      investment manager as such REg S Person will be deemed to be an Affiliate
      of such Reg S Person.

            


    

     

    
      	
              (6)

            	
              Such
      Reg S Person understands that the Securities have not been registered
      under the Securities Act or the securities laws of any state and are
      subject to substantial restrictions on resale or transfer.  The
      Securities are “restricted securities” within the meaning of Regulation S
      and Rule 144, promulgated under the Securities
  Act.

            


    

     

    
      	
              (7)

            	
              Such
      Reg S Person acknowledges that the Securities may only be sold offshore in
      compliance with Regulation S or pursuant to an effective registration
      statement under the Securities Act or another exemption from such
      registration, if available.  In connection with any resale of
      the Securities pursuant to Regulation S, the Company will not register a
      transfer not made in accordance with Regulation S, pursuant to an
      effective registration statement under the Securities Act or in accordance
      with another exemption from the Securities
Act.

            


    

     

    
      	
              (8)

            	
              Such
      Reg S Person represents that it has satisfied itself as to the full
      observance of the laws of its jurisdiction in connection with the offering
      of the Securities, including: (a) the legal requirements within its
      jurisdiction for the purchase of the Securities; (b) any foreign exchange
      restrictions applicable to such purchase; (c) any governmental or other
      consents that may need to be obtained; and (d) the income tax and other
      tax consequences, if any, that may be relevant to the purchase, holding,
      redemption, sale or transfer of the Securities.  Such Reg S
      person’s subscription and payment for, and its continued beneficial
      ownership of the Securities, will not violate any applicable securities or
      other laws of the jurisdiction of its
residence.

            


    

     

    
      	
              (9)

            	
              Such
      Reg S Person makes the representations, declarations and warranties as
      contained in this Exhibit A-2 with the intent that the same shall be
      relied upon by the Company in determining its suitability as a purchaser
      of such Securities.

            


    

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	 
      
	
                            Name
      of Purchaser (Print)

                          	 
      	
                            Name
      of Joint Purchaser (if any) (Print)

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Signature
      of Purchaser

                          	 
      	
                            Signature
      of Joint Purchaser (if any)

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Capacity
      of Signatory (for entities)

                          	 
      	
                            Date