THE
SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
SOLD, TRANSFERRED, OR ASSIGNED, UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, OR THE SALE IS MADE
IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION
UNDER THE SECURITIES ACT.

    


    
      	
              Date:
      ___________

            	
              Warrant
      Certificate:  ______

            


    

    


    WARRANT

    TO
PURCHASE COMMON STOCK

    OF

    AMERICAN
PETRO-HUNTER, INC.

    (Void
after ______________)

    


    1.      Issuance of
Warrant.  FOR
VALUE RECEIVED, on and after the date of issuance of this Warrant, and
subject to the terms and conditions herein set forth, the Holder (as defined
below) is entitled to purchase from American Petro-Hunter, Inc., a Nevada
corporation (the “Company”), at any time during
the Exercise Period (as defined below), at a price per share equal to the
Warrant Price (as defined below and subject to adjustment as described below),
the Warrant Stock (as defined below and subject to adjustment as described
below) upon exercise of this warrant (this “Warrant”) pursuant to Section
6 hereof.  This Warrant is being issued pursuant to the terms of the
Debenture and Warrant Purchase Agreement, dated as of even date herewith by and
between the Company and Maxum Overseas Fund, (the “Agreement”).  Capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Agreement.

     

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

     

    (a)     “Commencement Date” means
______________.

     

    (b)    “Common Stock” means the Common
Stock, $0.001 par value, of the Company.

     

    (c)     “Exercise Period” means the
period commencing on the Commencement Date and ending at 5:00 p.m. Pacific
Standard Time on the Termination Date (as defined below); provided, however, the Exercise
Period shall end and this Warrant shall no longer be exercisable and shall
become null and void (except the right to receive the securities and property to
which the Holder is entitled by virtue of exercising or converting this Warrant
in connection with any Termination Event) upon consummation of any of the
following (each, a “Termination
Event”): (i) the lease of all or substantially all of the assets of the
Company or the exclusive license of all or substantially all of the Company’s
intellectual property to a third party, (ii) the acquisition of the Company by
another entity by means of any transaction or series of related transactions
(including without limitation, any reorganization, merger or consolidation, but
excluding any merger or conversion effected exclusively for the purpose of
changing the domicile of the Company), or (iii) the sale, conveyance or disposal
of all or substantially all of the assets of the Company, unless the Company’s
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Company’s acquisition or sale or otherwise) hold
at least fifty percent (50%) of the voting power of the surviving or acquiring
entity.  Notwithstanding anything to the contrary herein, this Warrant
shall continue in full force and effect until the Termination Date unless (y) no
less than thirty (30) days prior to any Termination Event, the Company shall
have given the Holder notice of such Termination Event, which notice shall
include a reasonably detailed description of the terms of such Termination
Event, and (z) the Company shall have given the Holder a reasonable opportunity
to exercise or convert this Warrant.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (d)    “Holder” means Maxum Overseas
Fund or its assigns.

     

    (e)     “Termination Date” means two
years from the Commencement Date.

     

    (f)      “Warrant Price” means a price
per warrant share equal to 130% of the Conversion Price (as defined in the
Debenture), as adjusted from time to time (i) for any stock dividends,
combinations, splits, recapitalizations and the like after the date hereof, as
described in Section 3.1 of the Debenture, and (ii) in the event of an exchange
as described in Section 3.3 of the Debenture.

     

    (g)    “Warrant Stock” means the
shares of Common Stock purchasable upon exercise of this Warrant.  The
total number of shares of Warrant Stock to be issued upon the exercise of this
Warrant shall be equal to ____________; provided, however, such number
shall be subject to adjustment as described in Section 3 hereof.

     

    3.      Adjustments and
Notices.  The Warrant Price and the number of shares of Warrant
Stock shall be subject to adjustment from time to time in accordance with this
Section 3.

     

    (a)     Adjustments to Warrant
Stock.  When any adjustment is required to be made to the
Warrant Price as described in Section 2(f) above, the number of shares of
Warrant Stock purchasable upon the exercise of this Warrant shall be changed to
the number determined by dividing (i) an amount equal to the number of
shares issuable upon the exercise of this Warrant immediately prior to such
adjustment, multiplied by the Warrant Price in effect immediately prior to such
adjustment, by (ii) the Warrant Price in effect immediately after such
adjustment.

     

    (b)    Reclassification, Exchange,
Substitution, In-Kind Distribution.  Upon any
reclassifications, exchange, substitution or other event that results in a
change of the number and/or class of the securities issuable upon exercise of
this Warrant or upon the payment of a dividend in securities or property other
than shares of Common Stock, the Holder shall be entitled to receive, upon
exercise of this Warrant, the number and kind of securities and property that
Holder would have received if this Warrant had been exercised or converted
immediately before the record date for such reclassification, exchange,
substitution, or other event or immediately prior to the record date for such
dividend.  The Company or its successor shall promptly issue to Holder
a new warrant for such new securities or other property.  The new
warrant shall provide for adjustments which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Warrant. The provisions
of this Section 3(b) shall similarly apply to successive reclassifications,
exchanges, substitutions, or other events and successive dividends.

     

    (c)     Certificate of
Adjustment.  In each case of an adjustment or readjustment of
the Warrant Price, the Company, at its own expense, shall compute such
adjustment or readjustment in accordance with the provisions hereof and prepare
a certificate executed by the Company’s Chief Financial Officer showing such
adjustment or readjustment, and shall mail such certificate, by first class
mail, postage prepaid, to the Holder.

     

    (d)    No
Impairment.  The Company shall not, by amendment of its
Articles of Incorporation or through a reorganization, transfer of assets,
consolidation, 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
to be observed or performed under this Warrant by the Company, but shall at all
times in good faith assist in carrying out all of the provisions of this Section
3 and in taking all such action as may be necessary or appropriate to protect
the Holder’s rights under this Section 3 against impairment.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

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

     

    4.      Reservation of
Stock.  On and after the Commencement Date, the Company shall
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of Warrant Stock upon the exercise or
conversion of this Warrant.  Issuance of this Warrant shall constitute
full authority to the Company’s officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Warrant Stock issuable upon the exercise or conversion of this
Warrant.

     

    5.      Exercise of
Warrant.

     

    (a)    
This Warrant may be exercised as a whole or part by the Holder, at any time
after the date hereof prior to the termination of this Warrant, by the surrender
of this Warrant, together with the Notice of Exercise and Investment
Representation Statement in the forms attached hereto as Attachments 1 and 2,
respectively, duly completed and delivered to  the principal office of
the Company, specifying the portion of the Warrant to be exercised and
accompanied by payment in full of the Warrant Price in cash or by check with
respect to the shares of Warrant Stock being purchased.  This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Warrant Stock issuable upon such
exercise shall be treated for all purposes as the holder of such shares of
record as of the close of business on such date.  As promptly as
practicable after such date, the Company shall issue and deliver to the person
or persons entitled to receive the same a certificate or certificates for the
number of full shares of Warrant Stock issuable upon such
exercise.  If this Warrant shall be exercised for less than the total
number of shares of Warrant Stock then issuable upon exercise, promptly after
surrender of this Warrant upon such exercise, the Company will execute and
deliver a new warrant, dated the date hereof, evidencing the right of the Holder
to the balance of this Warrant Stock purchasable hereunder upon the same terms
and conditions set forth herein.

     

    (b)    Notwithstanding
anything to the contrary contained in this Warrant, this Warrant shall not be
exercisable by the Holder hereof to the extent (but only to the extent)
necessary to ensure that, following such exercise, the total number of shares of
Common Stock then beneficially owned by Holder and its affiliates and any other
persons whose beneficial ownership of Common Stock would be aggregated with the
Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed
4.999% of the total number of issued and outstanding shares of Company Common
Stock. For such purposes, beneficial ownership shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations
thereunder.  Notwithstanding the foregoing, Holder may waive such
limitation on exercise contained in this Section 5(b) or increase or decrease
such limitation percentage to any other percentage as specified in a written
notice to the Company.

     

    6.      Transfer of
Warrant.  Notwithstanding anything to the contrary herein,
subject to applicable securities laws, this Warrant may be transferred or
assigned in whole or in part by the Holder, and the Company shall permit such
transfer or assignment to an affiliate of the Holder.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    7.      Termination.  This
Warrant shall terminate at 5:00 p.m. Pacific Standard Time on the Termination
Date, subject to earlier termination as set forth in Section 2(c)
hereof.

     

    8.      Miscellaneous.  This
Warrant shall be governed by the laws of the State of Nevada, as such laws are
applied to contracts to be entered into and performed entirely in Nevada. In the
event of any dispute among the Holder and the Company arising out of the terms
of this Warrant, the parties hereby consent to the exclusive jurisdiction of the
federal and state courts located in the State of Nevada for resolution of such
dispute, and agree not to contest such exclusive jurisdiction or seek to
transfer any action relating to such dispute to any other jurisdiction. The
headings in this Warrant are for purposes of convenience and reference only, and
shall not be deemed to constitute a part hereof.  Neither this Warrant
nor any term hereof may be changed or waived orally, but only by an instrument
in writing signed by the Company and the Holder of this Warrant.

     

    AMERICAN
PETRO-HUNTER, INC.

     

    
      
        	
                  

              
	
                Authorized
      Signature

              
	 
      
	
                Robert McIntosh

              
	
                Name

              
	 
      
	
                Chief Executive Officer

              
	
                Title

              


      

    

     

    MAXUM
OVERSEAS FUND

     

    
      
        	
                  

              
	
                Authorized
      Signature

              
	 
      
	
                Kenneth Taves

              
	
                Name

              
	 
      
	
                Portfolio Manager

              
	
                Title

              


      

    


    
      
         


      

      
        4