EXHIBIT
      10.66

     

     

    
      EXECUTION
        VERSION

       

    

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE,
      MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
      (A)
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAWS, OR (B) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE
      COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
      TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION
      PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS.

     

    WARRANT
      TO PURCHASE COMMON STOCK

    OF

    TEKOIL
      & GAS CORPORATION

     

    This
      Warrant is issued to the “Holder” described on the signature page below (the
      "Holder"), by TEKOIL & GAS CORPORATION, a Delaware corporation (the
      "Company"), on December 10, 2007 (the "Warrant Issue Date"). This Warrant is
      issued pursuant to the terms of a certain Purchase Agreement dated of even
      date
      herewith (the “Purchase Agreement”) relating to the purchase of certain shares
      of Common Stock and this Warrant from Company by Holder. Capitalized terms
      used
      herein, but not otherwise defined, shall have the meaning ascribed to them
      in
      the Purchase Agreement.

     

    1. Number
      of Shares Subject to Warrant; Definition of Certain Terms.
      Subject
      to the terms and conditions hereinafter set forth, the Holder is entitled,
      upon
      surrender of this Warrant at the principal office of the Company, to purchase
      from the Company, at a price per share equal to the Exercise Price (as defined
      in Section 2 below), the Warrant Shares. 

     

    For
      purposes of this Warrant: 

     

    (A) "Common
      Stock" shall mean the Company's common stock, $0.000001 par
      value, and shall include: (i) in case of any reorganization,
      reclassification, consolidation, merger, distribution, securities exchange
      or
      sale or conveyance of assets, the securities or other property into or for
      which
      shares of such common stock are converted or exchanged, and (ii) any other
      securities or other property into or for which shares of such common stock
      may
      be converted or exchanged. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (B) "Fair
      Market Value" of securities or other property shall mean (i) in the case of
      securities that are traded on a national securities exchange, an amount per
      share equal to the average of the reported sale prices per share of such
      securities on the principal national securities exchange on which such
      securities are traded, on each trading day in the seven-day period immediately
      prior to the date as of which Fair Market Value is being determined or (ii)
      in
      the case of all securities or property not covered by clause (i) above, the
      fair
      market value of such securities or other property determined by the Board of
      Directors of the Company in good faith, unless the Holder requests that an
      independent appraisal of such securities or other property be obtained, in
      which
      case the fair market value shall be determined by a qualified, nationally
      recognized, independent appraiser (the "Appraiser”) selected by the Company and
      acceptable to the Holder (such approval by the Holder not to be unreasonably
      withheld or delayed) experienced in appraising securities or other property
      similar to that with respect to which the Fair Market Value is to be determined.
      The Company shall make available all information reasonably necessary to allow
      the Appraiser to perform the appraisal and shall instruct the Appraiser to
      use
      commercially reasonable efforts to complete the appraisal and to provide the
      Company and the Holder a written determination of the Fair Market Value within
      twenty (20) days of the date as of which Fair Market Value is to be determined
      hereunder. All fees and expenses of the Appraiser will be borne by the Company;
      provided, however, that if the fair market value of such securities of other
      property as determined by the Appraiser is not more than 10% more or less than
      the fair market value determined by the Company's Board of Directors, then
      the
      fees and expenses of the Appraiser will be borne by the Holder (or reimbursed
      to
      the Company by the Holder to the extent previously paid by the
      Company).

     

    (C) "Warrant
      Shares" shall mean 3,571,429 shares of Common Stock, subject to adjustment
      as
      described in Section 7 below.

     

    2. Exercise
      Price.
      The per
      share purchase price for the Warrant Shares shall be $0.28 (the "Exercise
      Price"). The Exercise Price shall be subject to adjustment pursuant to Section
      7
      hereof. 

     

    3. Exercise
      Period.
      Except
      as otherwise provided for herein, this Warrant shall be exercisable, in whole
      or
      in part, at any time and from time to time from and after the date hereof and
      before or on the fifth anniversary thereof (the "Expiration Date"). After the
      Expiration Date, this Warrant shall be void and of no further force and effect.
      Whether or not surrendered to the Company by the Holder, this Warrant shall
      be
      deemed canceled upon the expiration hereof.

     

    4. Method
      of Exercise.

     

    (a) While
      this Warrant remains outstanding and exercisable in accordance with Section
      3
      hereof, the purchase rights hereby represented may be exercised in whole or
      in
      part, at the election of the Holder, by the tender of the Notice of Exercise
      in
      substantially the form attached hereto as Exhibit
      A
      and the
      surrender of this Warrant at the principal office of the Company and by the
      payment to the Company in cash, by check, cancellation of indebtedness or other
      form of payment acceptable to the Company, of an amount equal to the then
      applicable Exercise Price multiplied by the number of shares of Common Stock
      then being purchased.

     

    (b) 
      If this
      Warrant is exercised only in part, the Company shall, upon surrender of this
      Warrant, execute and deliver to the Holder a new Warrant evidencing the rights
      of the Holder to purchase the balance of the Warrant Shares issuable hereunder
      and otherwise identical to this Warrant.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    5. Certificates
      for Shares.
      Upon
      the exercise of the purchase rights evidenced by this Warrant, one or more
      certificates for the number of shares of Common Stock so purchased shall be
      issued as soon as practicable thereafter (with appropriate restrictive legends,
      as applicable).

     

    6. Issuance
      of Shares.
      The
      Company hereby covenants that it will, at all times while this Warrant remains
      outstanding, have authorized and duly and validly reserved for issuance a
      sufficient number of shares of Common Stock to provide for the exercise of
      this
      Warrant in full. The Company represents, warrants and covenants that the Warrant
      Shares, when issued pursuant to the exercise of this Warrant, will be duly
      and
      validly issued, fully paid and nonassessable and free from all taxes, liens,
      and
      charges with respect to the issuance thereof. The Company shall not take any
      action that would cause the Exercise Price to be less than the par value of
      the
      Common Stock. The Warrant Shares issued hereunder shall have the same rights
      and
      obligations pertaining to the other shares of Common Stock issued previously
      or
      hereafter by the Company.

     

    7. Adjustment
      of Exercise Price and Number of Shares.
      The
      number of and kind of securities purchasable upon exercise of this Warrant
      and
      the Exercise Price shall be subject to adjustment from time to time as
      follows:

     

    (a) Subdivisions,
      Combinations and Other Issuances.
      If the
      Company shall at any time prior to the exercise in full or expiration of this
      Warrant subdivide its Common Stock, by split-up or otherwise, or combine its
      Common Stock, or issue additional Common Stock as a dividend with respect to
      any
      of its Common Stock, the number of Warrant Shares shall forthwith be
      proportionately increased in the case of a subdivision or stock dividend, or
      proportionately decreased in the case of a combination. Appropriate adjustments
      shall also be made to the Exercise Price, provided that the aggregate Exercise
      Price payable hereunder for the total number of Warrant Shares purchasable
      under
      this Warrant (as adjusted) shall remain the same. Any adjustment under this
      Section
      7(a)
      shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective, or as of the record date of such dividend, or
      in
      the event that no record date is fixed, upon the making of such
      dividend.

     

    (b) Reclassification,
      Reorganization, Merger, Consolidation, Etc.
      In the
      event of any corporate reclassification, capital reorganization, merger,
      consolidation, sale or conveyance by the Company of all or substantially all
      of
      its assets or property to another person, spin-off or change in the Common
      Stock
      of the Company (other than as a result of a subdivision, combination, or
      dividend provided for in Section
      7(a)
      above),
      then, as a condition of such event, lawful provision shall be made, and duly
      executed documents evidencing the same from the Company or its successor shall
      be delivered to the Holder, so that the Holder shall have the right at any
      time
      prior to the expiration of this Warrant to purchase, at a total price equal
      to
      that payable upon the exercise of this Warrant, the kind and amount of shares
      of
      stock and/or other securities and property receivable in connection with such
      event by a holder of the same number of shares for which this Warrant could
      have
      been exercised immediately prior to such event. In any such case appropriate
      provisions shall be made with respect to the rights and interest of the Holder
      so that the provisions hereof shall thereafter be applicable with respect to
      any
      shares of stock or other securities and property deliverable upon exercise
      hereof, and appropriate adjustments shall be made to the Exercise Price,
      provided that the aggregate exercise price payable hereunder for the total
      number of shares of Common Stock purchasable under this Warrant (as adjusted)
      shall remain the same.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (c) Issuance
      of Additional Shares of Common Stock.

     

    (i) General.
      Subject
      to Section
      7(d)(iv),
      if at
      any time after the date of this Warrant, the Company shall (A) issue or sell
      any
      shares of Common Stock (other than any issuance for which an adjustment is
      made
      pursuant to subsection (a) or (b) of this Section 7)
      without
      consideration or for a consideration per share of Common Stock less than the
      Exercise Price determined immediately before the date of such issuance or sale,
      (B) issue or sell any warrants, options or other rights to acquire shares of
      its
      Common Stock for a consideration per share of Common Stock less than the
      Exercise Price determined immediately before the date of such issuance or sale
      or (C) issue or sell any other securities that are convertible into shares
      of
      its Common Stock for a consideration per share or exchange price less than
      the
      Exercise Price determined immediately before the date of such issuance or sale,
      then, effective immediately upon such issuance or sale, the Exercise Price
      shall
      be
      reduced to the price at which such shares of Common Stock are being issued
      or
      sold by the Company or the price at which such other securities are exercisable
      or convertible into shares of the Company’s Common Stock. 

     

    (d) Miscellaneous.

     

    (i) Treasury
      Stock.
      The
      number of shares of Common Stock outstanding at any given time shall not include
      shares owned or held by or for the account of the Company or any of its
      subsidiaries, and the disposition of any shares of Common Stock so owned or
      held
      shall be considered an issuance of shares of Common Stock.

     

    (ii) Record
      Date.
      If the
      Company takes a record of the holders of shares of Common Stock for the purpose
      of entitling them (A) to receive a dividend or other distribution payable
      in shares of Common Stock, Options or Convertible Securities or (B) to
      subscribe for or purchase shares of Common Stock, Options or Convertible
      Securities, then such record date shall be deemed to be the date of the issuance
      or sale of the shares of Common Stock deemed to have been issued or sold upon
      the declaration of such dividend or the making of such other distribution or
      the
      date of the granting of such right of subscription or purchase, as the case
      may
      be. If the Company shall take any such record of the holders of its shares
      of
      Common Stock and shall, thereafter and before the taking of the action for
      which
      such record was taken, legally abandons its plan to take such action, then
      thereafter no adjustment shall be required by reason of the taking of such
      record and any such adjustment previously made in respect thereof shall be
      rescinded and annulled.

     

    (iii) Notice;
      Adjustment Rules.
      Whenever the Exercise Price and the number of Warrant Shares shall be adjusted
      as provided in this Section 7, the Company shall provide to the Holder a
      statement, signed by a duly elected executive officer of the Company, describing
      in detail the facts requiring such adjustment and setting forth a calculation
      of
      the Exercise Price and the number of Warrant Shares applicable to this Warrant
      after giving effect to such adjustment. All calculations under this Section
      7
      shall be made to the nearest one hundredth of a cent ($.0001) or to the nearest
      full share of Common Stock, as the case may be. Adjustments pursuant to this
      Section 7 shall apply to successive events or transactions of the types covered
      hereby. Notwithstanding any other provision of this Section 7, no adjustment
      shall be made to the number of Warrant Shares or to the Exercise Price if such
      adjustment represents less than one percent (1%) of the number of Warrant Shares
      or less than one percent (1%) of the Exercise Price immediately prior to such
      adjustment, but any lesser adjustment shall be carried forward and shall be
      made
      at the time and together with the next subsequent adjustment which together
      with
      any adjustments so carried forward shall amount to one percent (1%) or more
      of
      the number of Warrant Shares or the Exercise Price.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (iv) Excluded
      Issuances.
      Notwithstanding any other provision of this Section 7, no adjustment shall
      be
      made pursuant to subsection (c) of this Section 7, nor shall Section 14
      apply, in respect of (i) the issuance from time to time of shares of Common
      Stock upon the exercise of this Warrant, (ii) securities issued upon
      exercise, conversion or exchange of any options, convertible securities or
      other
      rights, warrants, commitments or claims, provided that the foregoing are issued
      and outstanding on the date hereof, (iii) any issuance of shares of restricted
      stock or options to purchase shares of Common Stock to employees, officers
      or
      directors of the Company pursuant to a stock option plan or other employee
      benefit arrangement approved by the Board of Directors of the Company, in good
      faith, or (iv) any issuance of Common Stock or Common Stock equivalent to
      licensors, customers, lessors, consultants, suppliers, lenders or vendors of
      the
      Company in connection with a bona fide transaction of the Company approved
      by
      the Board of Directors; provided, however, that the aggregate number of shares
      issued pursuant to clauses (iii) and (iv) (including, without limitation,
      shares subject to such options or Common Stock equivalents), does not exceed
      an
      aggregate of 10% of the shares of Common Stock outstanding on a fully diluted
      basis on the Warrant Issue Date (subject to adjustment in the event of stock
      splits, combinations or similar occurrences after the date hereof).

     

    8. Notice
      of Certain Actions.
      In the
      event that the Company (or its Board of Directors):

     

    (a) shall
      authorize issuance to all holders of shares of Common Stock of rights or
      warrants to subscribe for or purchase any equity interest in the Company or
      of
      any Options or Convertible Securities; or

     

    (b) shall
      authorize any distribution to holders of shares of Common Stock or any equity
      interest in the Company, whether in the form of cash, property, assets,
      evidences of indebtedness, or other consideration; or

     

    (c) becomes
      a
      party to any consolidation or merger for which approval of any equity owners
      of
      the Company will be required, or to a conveyance or transfer of the properties
      and assets of the Company substantially as an entirety, or of any capital
      reorganization or reclassification or change of the shares of Common Stock
      or
      any equity interests of the Company;

     

    (d) commences
      a voluntary or involuntary dissolution, liquidation or winding up;
      or

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (e) takes
      any
      other action that would require an adjustment pursuant to Section
      7;

     

    then
      the
      Company shall provide a written notice to the Holder stating (i) the date
      as of which the holders of record of shares of Common Stock or other equity
      interests of the Company to be entitled to receive any such rights, equity
      or
      distribution are to be determined, (ii) if applicable, the material terms
      of any such consolidation or merger and the expected effective date thereof,
      or
      (iii) if applicable, the material terms of any such conveyance, transfer,
      dissolution, liquidation or winding up, the date it is expected to become
      effective, and the date as of which it is expected that holders of record will
      be entitled to exchange their shares of Common Stock or other equity interests
      of the Company for securities or other property, if any, deliverable upon such
      reclassification, conveyance, transfer, dissolution, liquidation, or winding
      up.
      Such notice shall be given not later than twenty business days prior to the
      effective date (or the applicable record date, if earlier) of such event. The
      failure to give the notice required by this Section 8 or any defect therein
      shall not affect the legality or validity of any distribution, right, warrant,
      consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
      up, or the vote upon any action.

     

    9. Merger
      or Consolidation of the Company.
      The
      Company will not merge or consolidate with or into any other entity unless
      the
      successor entity expressly assumes, by supplemental agreement reasonably
      satisfactory in form and substance to each Holder, the due and punctual
      performance and observance of each and every covenant and condition of this
      Warrant to be performed and observed by the Company.

     

    10. No
      Shareholder Rights.
      Prior
      to exercise of this Warrant, the Holder shall not be entitled to any rights
      of a
      shareholder with respect to the shares of Common Stock issuable upon exercise
      of
      this Warrant, including (without limitation) the right to vote such shares
      of
      Common Stock, receive dividends or other distributions thereon, exercise
      preemptive rights or be notified of shareholder meetings, and such Holder shall
      not, by reason of being the Holder, be entitled to any notice or other
      communication concerning the business or affairs of the Company. However,
      nothing in this Section 10 shall limit the right of the Holder or its affiliates
      to be provided the notices required under this Warrant or the Credit
      Agreement.

     

    11. Compliance
      With Securities Act; Transferability of Warrant or Shares.

     

    (a) Compliance
      With Securities Act.
      The
      Holder, by acceptance hereof, agrees that this Warrant, and the shares of Common
      Stock issuable upon exercise of this Warrant, are being acquired for investment
      and that such Holder will not offer, sell or otherwise dispose of this Warrant,
      or any shares of Common Stock issuable upon exercise of this Warrant, except
      under circumstances which will not result in a violation of the Securities
      Act,
      or any applicable state securities laws. This Warrant and all shares of Common
      Stock issued upon exercise of this Warrant (unless registered under the
      Securities Act and any applicable state securities laws) shall be stamped or
      imprinted with a legend in substantially the following form:

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR OTHER
      APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
      AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS
      OF
      REGULATIONS S, RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE U.S.
      SECURITIES ACT OR (2) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT (AND, IN THE CASE OF (1)
      OR
      (2), IF REQUESTED BY THE COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT
      FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE
      SECURITIES LAWS) OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING
      TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE U.S. SECURITIES ACT.”

     

    (b) Transferability.
      Subject
      to compliance with applicable federal and state securities laws , this Warrant
      and all rights hereunder are transferable in whole or in part by the Holder
      to
      any person or entity upon written notice to the Company. The transfer shall
      be
      recorded on the books of the Company upon the surrender of this Warrant,
      properly endorsed for transfer by delivery of an Assignment Form in
      substantially the form attached hereto as Exhibit B,
      to the
      Company at the address set forth in Section 15 hereof, and the payment to
      the Company of all transfer taxes and other governmental charges imposed on
      such
      transfer. In the event of a partial or complete transfer, the Company shall
      issue to the Holders one or more appropriate new warrants that are identical
      to
      this Warrant except as to the number of shares of Common Stock issuable upon
      exercise thereof (if such transfer is a partial transfer).

     

    12. Restricted
      Securities.
      The
      Holder understands that this Warrant and the shares of Common Stock issuable
      upon exercise of this Warrant, will not be registered at the time of their
      issuance under the Securities Act for the reason that the sale provided for
      herein is exempt pursuant to Section 4(2) of the Securities Act based on the
      representations of the Holder set forth herein. The Holder represents that
      it
      has such knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of its investment and has the ability
      to suffer the total loss of the investment. The Holder further represents that
      it has had the opportunity to ask questions of and receive answers from the
      Company concerning the terms and conditions of this Warrant and the business
      of
      the Company, and to obtain additional information to such Holder's satisfaction.
      The Holder further represents that it is an "accredited investor" within the
      meaning of Regulation D under the Securities Act, as presently in effect. The
      Holder further represents that this Warrant is being acquired for the account
      of
      the Holder for investment only and not with a present view to, or with any
      present intention of, a distribution or resale thereof, in whole or in part,
      or
      the grant of any participation therein, other than pursuant to the terms of
      a
      certain Registration Rights Agreement of even date herewith between Holder
      and
      the Company (the "Registration Rights Agreement") relating to the shares of
      Common Stock issuable upon exercise of this Warrant.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    13. Successors
      and Assigns.
      The
      terms and provisions of this Warrant shall inure to the benefit of, and be
      binding upon, the Company and the Holders hereof and their respective successors
      and assigns.

     

    14. Amendments
      and Waivers.
      Any
      term of this Warrant may be amended and the observance of any term of this
      Warrant may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Company and
      the
      Holder.

     

    15. Notices.
      All
      notices required under this Warrant shall be deemed to have been given or made
      for all purposes (i) upon personal delivery, (ii) upon confirmation receipt
      that
      the communication was successfully sent to the applicable number if sent by
      facsimile, (iii) one day after being sent, when sent by professional overnight
      courier service, or (iv) three business days after posting when sent by
      registered or certified mail. Notices to the Company shall be sent to the
      address of the Company set forth below (or at such other place as the Company
      shall notify the Holder hereof in writing) and notices to the Holder shall
      be
      sent to the address of the Holder set forth below (or at such other place as
      the
      Holder shall notify the Company hereof in writing):

     

    


    
      	
              To
                the Company:

            	
              TEKOIL
                & GAS CORPORATION

            
	 	
              5036
                Dr. Phillips Blvd.

            
	 	
              Suite
                232

            
	 	
              Orlando,
                FL 32819

            
	 	
              Telephone:
                (407) 996-8506

            
	 	
              Telecopy:
                (407) 996-8507

            
	 	
              Attn:
                Mr. Mark Western

            


    

    


    To
      the
      Holder as provided on the signature page of this Warrant.

    


    16. Captions.
      The
      section and subsection headings of this Warrant are inserted for convenience
      only and shall not constitute a part of this Warrant in construing or
      interpreting any provision hereof.

     

    17. Governing
      Law.
      This
      Warrant shall be governed by the laws of the State of Delaware, without regard
      to the choice or conflict of laws principles thereof.

     

    [Signatures
      on Following Page]

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Warrant to be duly executed
      as
      of the date first set forth above.

     

    
      	
              COMPANY

            
	 
	
              TEKOIL
                & GAS CORPORATION

            
	 	 
	 	 
	
              By:
                

            	
                
                /s/ Mark S. Western

            
	 	Name: Mark
              Western
	 	Title: Chairman
              and
              CEO


    

     

     

    
      	
              HOLDER

            
	 
	
              RAB
                Special Situations (Master) Fund Limited by

            
	 
	 
	
              /s/
                Simon Gwyther

            
	
              (Signature)

            
	 
	
              Simon
                Gwyther

            
	
              (Name)

            
	 
	 
	
              /s/
                Jake Leavesley

            
	
              (Signature)

            
	 
	
              Jake
                Leavesley

            
	
              (Name)

            
	 
	
              Authorized
                signatories for RAB Capital plc for and on

            
	
              behalf
                of RAB Special Situations (Master) Fund
                Limited

            


    

    


    
      	
              Address:
                

            	
              c/o
                RAB Capital plc

            
	 	
              1
                Adam Street

            
	 	
              London
                WC2N 6LE

            
	 	
              United
                Kingdom

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    NOTICE
      OF
      EXERCISE

     

    To:
      TEKOIL & GAS CORPORATION

    


    The
      undersigned hereby elects to purchase      shares
      of
      Common Stock (as defined in the attached Warrant) of TEKOIL & GAS
      CORPORATION, pursuant to the terms of the attached Warrant.

    


    The
      aggregate Exercise Price is enclosed.

     

    The
      Holder represents that it has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of its
      investment, and has the ability to suffer the total loss of the investment.
      The
      Holder further represents that it has had the opportunity to ask questions
      of
      and receive answers from the Company concerning the terms and conditions of
      the
      Warrant and the business of the Company, and to obtain additional information
      to
      such Holder's satisfaction. The Holder further represents that it is an
      "accredited investor" within the meaning of Regulation D under the Securities
      Act, as presently in effect. The undersigned hereby represents and warrants
      that
      the undersigned is acquiring such shares for its own account for investment
      purposes only, and not for resale or with a present view to distribution of
      such
      shares or any part thereof in violation of the Securities Act.

     

    
      	
              Date:_______________________

            	
              WARRANTHOLDER:

            
	 	 
	 	
              By:

            	 

	 	 	
              Name:

            
	 	 	
              Address:

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    ASSIGNMENT
      FORM

    


    TO: TEKOIL
      & GAS CORPORATION

    


    The
      undersigned hereby assigns and transfers unto _____________________________
      of
      ______________________________________________ (Please typewrite or print in
      block letters) the right to purchase ____________ shares of Common Stock (as
      defined in the Warrant) of TEKOIL & GAS CORPORATION subject to the Warrant,
      dated as of _____________________________, by and between TEKOIL & GAS
      CORPORATION and the undersigned (the "Warrant").

    


    This
      assignment complies with the provisions of Section 11 of the Warrant and is
      accompanied by funds sufficient to pay all applicable transfer
      taxes.

    


    In
      addition, the undersigned and/or its assignee will provide such evidence as
      is
      reasonably requested by TEKOIL & GAS CORPORATION, to evidence compliance
      with applicable securities laws as contemplated by Sections 11 and 12 of the
      Warrant.

     

    
      	
              Date:_______________________

            	
              By:

            	 

	 	 	 
	 	 	 
	 	 

	 	
              (Print
                Name of Signatory)

            
	 	 
	 	 

	 	
              (Title
                of Signatory)

            


    

     

    
      
        
        

      

      
        -11-