Exhibit 10.5

THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED  OR OTHERWISE  DISPOSED OF OR EXERCISED  UNLESS (i) A  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES  LAWS Will
HAVE  BECOME   EFFECTIVE  WITH  REGARD  THERETO,   OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  HOLDERS MUST
RELY ON THEIR  OWN  ANALYSIS  OF THE  INVESTMENT  AND  ASSESSMENT  OF THE  RISKS
INVOLVED.

Warrant to Purchase
1,000,000 Common Shares

                        Warrant to Purchase Common Stock
                                       Of
                         TIDELANDS OIL & GAS CORPORATION


      (One Warrant required for the purchase of one share of Common Stock)

This  certifies  that  MARGAUX  INVESTMENT  MANAGEMENT  GROUP,S.A.,  of  Geneva,
Switzerland,  is  entitled to purchase  ONE MILLION  (1,000,000)  fully paid and
non-assessable  Common  Shares  of  Tidelands  Oil & Gas  Corporation,  a Nevada
corporation  (herein  called "the  Company") for Two Dollars Fifty Cents ($2.50)
per share during the period  commencing  October 26, 2004 and ending October 26,
2007,  the purchase  price to be completed  upon  surrender of this  certificate
together  with  payment  on the  purchase  price  plus an  amount  equal  to all
applicable  stock transfer  taxes,  at the Warrant agent's office and subject to
the following conditions:

         1. Exercise Price Payable and Call Provision. (a) The exercise price is
Two Million Five  Hundred  Thousand  ($US  2,500,000)  Dollars  payable in cash,
certified check or bank draft. No adjustments shall be made for any dividends on
any shares of stock issuable upon exercise of this Warrant.  (b) the Company has
the right to call the  exercise  of the  warrants  upon ten (10)  calendar  days
notice and at any time after the date of the issuance of the warrants;  provided
that  the  closing  market  price  of the  Company's  common  stock  on the NASD
Over-the-Counter  Bulletin  Board,  or other  exchange  on which the  Company is
listed, exceeds $2.50 per share.



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<PAGE>

         2.  Representations and Warranties of the Undersigned.  The undersigned
represents, warrants, and agrees as follows:

                  a. The  undersigned  understands  that the Warrant and Warrant
Shares are being offered and sold under the exemption from registration provided
for in Section 4(2) of the  Securities  Act of 1933, as amended,  and applicable
state  securities  act, as amended,  that he/she is  purchasing  the Warrant and
Warrant  Shares  without being  furnished any offering  literature or, that this
transaction  has not  been  scrutinized  by the  United  States  Securities  and
Exchange   Commission  or  by  any   administrative   agency  charged  with  the
administration  of the  securities  laws of any  state  because  of the  private
aspects of the offering,  that all documents,  records,  and books pertaining to
this   investment,   have  been  made  available  to  the  undersigned  and  its
representatives,  if any,  and that the books and records of the Company are and
will be available  upon  reasonable  notice for  inspection by investors  during
reasonable business hours at its principal place of business.

                  b. The undersigned (i) is a citizen of the United States,  and
at least 21 years of age, and (ii) is a bona fide resident and domiciliary  (not
a temporary or transient  resident) of Switzerland and has no present  intention
of becoming a resident of any United State of America or other jurisdiction;

                  c. The  undersigned is an "accredited  investor" as defined in
the by federal securities laws; and if not then the purchaser represents that by
virtue of his/her business and financial  experience or financial  experience of
his or her  professional  advisors  who are  unaffiliated  with  and who are not
compensated, to the best of his or her knowledge, by the issuer or any affiliate
or selling  agent of the  issuer,  directly  or  indirectly,  can be  reasonably
assumed to have the capacity to protect his or her own  interests in  connection
with this transaction.

                  d. The undersigned  understands  and has fully  considered for
purposes  of  this   investment   the   associated   risks  and  the  restricted
transferability  of Warrant  and  Warrant  Shares,  and that (i) the Warrant and
Warrant Shares are a speculative  investment which involve a high degree of risk
of loss by the undersigned of his or her investment therein,  and (ii) there are
substantial  restrictions on the transferability of, and there will be no public
market for the Warrant and accordingly, it may not be possible for him or her to
liquidate  his or her  investment  in the Warrant and Warrant  Shares in case of
emergency;

                  e. The  undersigned  is able (i) to bear the economic  risk of
his or her  investment for an indefinite  period,  and (ii) to afford a complete
loss of his or her investment;



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<PAGE>

                  f. The undersigned,  in making his or her decision to purchase
the  Warrant   and  Warrant   Shares,   has  relied   solely  upon   independent
investigations  made  by him  or her  and/or  his or her  representative(s)  and
advisors,  and the  undersigned  and any such  witnesses  have  been  given  the
opportunity to ask questions of, and to receive answers from,  persons acting on
behalf of the Company  concerning  the Company and the terms and  conditions  of
this  offering,  and to obtain any  additional  information,  to the extent such
persons possess such information or can acquire it without  unreasonable  effort
or expense.

                  g. The Warrant and  Warrant  Shares are being  acquired by the
undersigned  in good  faith  solely  for his or her own  personal  account,  for
investment   purposes  only,  and  not  with  a  view  to  or  for  the  resale,
distribution,  subdivision, or fractionalization thereof; the undersigned has no
contract,  undertaking,  understanding,  agreement,  or  arrangement,  formal or
informal, with any person to sell, transfer, or pledge to any person the Warrant
and Warrant Shares, or any part thereof; the undersigned has no present plans to
enter into any such contract, undertaking,  agreement, or arrangement; and he or
she understands that the legal consequences of the foregoing representations and
warranties to mean that he or she must bear the economic risk of the  investment
for an indefinite period of time because the Warrant and Warrant Shares have not
been registered under applicable securities laws, and, therefore, cannot be sold
unless they are  subsequently  registered  under such laws (which the Company is
not obligated to do) or an exemption from such registration is available;

                  h. The undersigned  understands that the Company is relying on
the truth and  accuracy of the  representations,  declarations,  and  warranties
herein made by him or her in offering the Warrant and Warrant Shares for sale to
him or her without having first registered the same under the Act;

                  i. The  undersigned  consents to the  placement of a legend on
the certificate for his or her Warrant and Warrant Shares, which legend shall be
in form substantially as follows:

         THIS WARRANT AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933 ("1933 ACT"), AS AMENDED,  OR UNDER
         ANY STATE  SECURITIES ACT, OR UNDER ANY OTHER STATE OR FOREIGN
         GOVERNMENT  SECURITIES  LAWS.  THIS WARRANT AND WARRANT SHARES
         MAY  NOT  BE  SOLD,   PLEDGED,   HYPOTHECATED   OR   OTHERWISE
         TRANSFERRED  WITHOUT  REGISTRATION  UNDER  THE 1933  ACT,  THE
         SECURITIES  ACT OF NEW YORK,  AND ANY OTHER  APPLICABLE  STATE



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<PAGE>

         SECURITIES  LAWS  UNLESS THE  COMPANY  RECEIVES  AN OPINION OF
         COUNSEL  SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
         TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT, THE
         SECURITIES  ACT OF  NEVADA,  OR ANY  OTHER  STATE  OR  FOREIGN
         GOVERNMENT SECURITIES LAWS;

                  j. The undersigned  further  consents to the placing of a stop
transfer  order on the  books of the  Company,  and  with any  transfer  agents,
against the Warrant and Warrant Shares,  in accordance with the restrictions set
out in the above legend; and

                  k. If the undersigned is a corporation,  partnership, or other
entity, the undersigned and the individual representative of the undersigned who
is executing this Agreement each hereby  represent and warrant that the purchase
of the Warrant  and  Warrant  Shares of Common  Stock  pursuant to this  Warrant
Agreement has been duly authorized by all necessary corporate,  partnership,  or
other action; that such individual is duly authorized to bind the undersigned to
this  Agreement;  and that the  undersigned was not organized for the purpose of
investing in the Company.

         The foregoing  representations,  and warranties,  and  undertakings are
made by the undersigned  with the intent that they be relied upon in determining
his or her  suitability  as a purchaser  of Warrant  and Warrant  Shares and the
undersigned hereby agrees that such representations and warranties shall survive
the delivery of the certificate for such Warrant and Warrant Shares.

         3.  Transferability.  The undersigned  agrees not to transfer or assign
this Agreement,  or any of his interest  herein,  and any such transfer shall be
void.

         4.  Revocation.  The undersigned  agrees that he or she may not cancel,
terminate,  or revoke this  Agreement or any agreement of the  undersigned  made
hereunder and that this  Agreement  shall survive the death or disability of the
undersigned  and  shall be  binding  upon the  undersigned's  heirs,  executors,
administrators, successors, and assigns.

         5. No Waiver.  Notwithstanding any of the representations,  warranties,
acknowledgments,  or agreements made herein by the undersigned,  the undersigned
does not waive any right granted to him or her under federal or state securities
laws.

         6. Incidental  Registration.  If the Company, at any time, proposes for
itself or any other person,  the registration  under the Securities Act of 1933,
as amended,  of any  securities of the Company on any  appropriate  form such as



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<PAGE>

SB-2, or otherwise,  the Company will give the Subscriber  written notice of the
proposed registration statement. The Company will include the Subscribers shares
in any such Registration Statement and any related underwriting  agreements,  if
the Subscriber so requests within 30 days of the Company notice. This incidental
registration  right is subject to the  execution  of a  definitive  registration
rights agreement.

         7. Miscellaneous

                  a. All notices or other communications given or made hereunder
shall be  sufficiently  given if  hand-delivered  or  mailed  by  registered  or
certified mail return receipt requested,  postage prepaid, to the undersigned or
to the  Company at the  respective  addresses  set forth  herein,  or such other
addresses  as the  undersigned  or the Company  shall  designate to the other by
notice in writing.

                  b.  This  Agreement  shall be  governed  by and  construed  in
accordance with the internal laws of the State of Texas.

                  c. This Agreement  constitutes the entire  agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties.

                  d. If more than one person is  signing  this  Agreement,  each
representation,  and warranty,  and undertaking made herein shall be a joint and
several representation, warranty, or undertaking of each person.

         8.  Continuing   Effect  of   Representations   and   Warranties.   The
representations  and  warranties  of Paragraph 2 are true and accurate as of the
date of this Warrant  Agreement and shall be true and accurate as of the date of
delivery of the Funds, and shall survive such delivery.  If in any respect, such
representations  and  warranties  shall  not be true and  accurate  prior to the
issuance of Warrant and Warrant Shares to the undersigned, the undersigned shall
give  immediate  written  notice of such fact to the  Company  specifying  which
representations  and  warranties  are not true and accurate and in what respects
they are not accurate.

         9.  Indemnification.  The  undersigned  acknowledges  that  he  or  she
understands  the  meaning  and legal  consequences  of the  representations  and
warranties  contained  in  Paragraph  2 and he or she  hereby  agrees to defend,
indemnify, and hold harmless the Company and its officers, directors, employees,
and agents, and their successors and assigns, from and against any and all loss,
damage, liability, or expense, including without limitation attorneys' fees, due
to or arising out of the inaccuracy of any representation or acknowledgment,  or
the  breach  of any  agreement,  warranty,  or  undertaking  of the  undersigned
contained in this Warrant Agreement.



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<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Warrant Agreement
as set forth below:

TIDELANDS OIL & GAS CORPORATION



By: ________________________________                 Date:____________
         Michael Ward, President


WARRANT HOLDER:

MARGAUX INVESTMENT MANAGEMENT GROUP



____________________________________                 Date:____________
Name: CARL HESSEL
Title: MANAGING DIRECTOR



















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