ex10_4.htm


    
      

    

    EXHIBIT 10.4

    
 

    SUBSCRIPTION
AGREEMENT

    IN

    BLAST
ENERGY SERVICES, INC.

    


    1.           SUBSCRIPTION.  This
Agreement has been executed by McAfee Capital LLC, a limited liability company
having a principal place of business in Cupertino, California (“Purchaser” or
“Shareholder”) in
connection with the offering of units consisting of Four (4) shares of
Convertible Series A Preferred Stock  and One (1) Warrant with an
exercise price of $0.10 per share (collectively referred to hereinafter as the
"Units") of Blast Energy Services, Inc., a corporation organized under the laws
of the State of California (hereinafter referred to as the
"Company").  Purchaser hereby subscribes to purchase 1,000,000 Units
at $2.00 per Unit for a total amount of $ 2,000,000.

    


    2.           REPRESENTATIONS
BY THE UNDERSIGNED.  The undersigned
represents and warrants as follows (please select only one from (i) through
(iii) below [selecting more than one from (i) though (iii) below will invalidate
this subscription]):

    


    (i) __X__   I
am an Accredited Investor because I meet one of the following
items:

    


    
      	
              ·  

            	
              is
      a natural person who has an individual net worth, or joint net worth
      with  that person's spouse of more than $1,000,000;
      or

            


    

    


    
      	
              ·  

            	
              is
      a natural person who had an individual income in excess of $200,000 in
      each of the two most recent years or joint income with that person's
      spouse in excess of $300,000 in each of those years and has a reasonable
      expectation of reaching the same income level in the current year;
      or

            


    

    


    
      	
              ·  

            	
              is
      a bank as defined in Section 3(a)(2) of the 1933 Act or any savings and
      loan association or other institution as defined in Section 3(a)(5)(A) of
      the 1933 Act whether acting in its individual or fiduciary capacity;
      or

            


    

    


    
      	
              ·  

            	
              any
      broker or dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934; or

            


    

    


    
      	
              ·  

            	
              is
      an insurance company as defined in Section 2(13) of the 1933 Act;
      or

            


    

    


    
      	
              ·  

            	
              is
      an investment company registered under the Investment Company Act of 1940;
      or

            


    

    


    
      	
              ·  

            	
              a
      business development company as defined in Section 2(a)(48) of the
      Investment Company Act of 1940; or

            


    

    


    
      	
              ·  

            	
              is
      a Small Business Investment Company licensed by the U. S. Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958; or

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              ·  

            	
              is
      an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974, if the invest­ment decision is
      made by a "plan fiduciary" (as defined in Section 3(21) of such act) which
      is either a bank, insurance company, or registered investment advisor, or
      if the employee benefit plan has total assets in excess of $5,000,000, or,
      if a self-directive plan, its investment decisions are made solely by
      persons that are accredited investors;
or

            


    

    


    
      	
              ·  

            	
              is
      a "private business development company" as defined in Section 202(a)(22)
      of the Investment Advisors Act of 1940;
or

            


    

    


    
      	
              ·  

            	
              is
      an organization described in Section 501(c)(3) of the Internal Revenue
      Code, corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the
      securities offered, with total assets in excess of $5,000,000;
      or

            


    

    


    
      	
              ·  

            	
              any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Units, whose purchase is directed by a
      sophisticated person as defined in the rules and regulations of the 1933
      Act; or

            


    

    


    
      	
              ·  

            	
              is
      an entity in which all of the equity owners fall within one of the
      categories set forth above; or

            


    

    


    
      	
              ·  

            	
              is
      otherwise an Accredited Investor as defined in Section 501 of Regulation D
      as adopted by the Securities and Exchange
  Commission.

            


    

    


    
      	
               
      

            	
              (ii)
    _____

            	
              I am not an Accredited
      Investor.  In the event the Investor is
      not an Accredited Investor, such Investor will not be able to purchase any
      shares in the Company’s offering, and this Subscription and the Investor’s
      funds (if any) shall be returned to Investor and this Subscription and all
      rights associated therewith shall be cancelled by the
      Company.

            


    

    


    
      	
                  (iii)_____

            	
              I
      reside outside of the United States and am not a “U.S.
      person” as such term is defined under Regulation S as promulgated by the
      Securities and Exchange Commission (“SEC”) under authority of the
      Securities Act of 1933, as amended (the “1933
  Act”).

            


    

    


    
      	
               
      

            	
              (1)
      A “U.S. person” is defined by Regulation S
as:

            


    

    


    
      	
              ·  

            	
              Any
      natural person resident in the United
States;

            


    

    


    
      	
              ·  

            	
              Any
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

     

    
      	
              ·  

            	
              Any
      estate of which any executor or administrator is a U.S.
      person;

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ·  

            	
              Any
      trust of which any trustee is a U.S.
person;

            


    

     

    
      	
              ·  

            	
              Any
      agency or branch of a foreign entity located in the United
      States;

            


    

     

    
      	
              ·  

            	
              Any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person;

            


    

     

    
      	
              ·  

            	
              Any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
and

            


    

     

    
      	
              ·  

            	
              Any
      partnership or corporation if organized or incorporated under the laws of
      any foreign jurisdiction; and formed by a U.S. person principally for the
      purpose of investing in securities not registered under the Act, unless it
      is organized or incorporated, and owned, by accredited investors (as
      defined in Rule 501(a)) who are not natural persons, estates or
      trusts.

            


    

     

    
      	
               
      

            	 	
              (2)
      At the time the buy order for the Units was originated, Purchaser was
      outside the United States;

            


    

     

    
      	
               
      

            	
              (3)
      Purchaser is purchasing the Shares for his, her or its own account and not
      on behalf of any U.S. person, and the sale has not been pre-arranged with
      a purchaser in the United States;
and

            


    

     

    
      	
               
      

            	
              (4)
      All offering documents received by the Purchaser include statements to the
      affect that the securities have not been registered under the 1933 Act and
      may not be offered or sold in the United States or to U.S. persons unless
      the securities are registered under the 1933 Act or an exemption from the
      registration requirement is
available.

            


    

     

    


    


    


    


    [Remainder
of page left intentionally blank.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    The undersigned further
represents and warrants as follows:

    


    
      	
               
      

            	
                       (a)

            	
              Subscriber
      represents and warrants that it is in receipt of and that it has carefully
      read and reviewed the following
items:

            


    

    


    
      	
              (i)  

            	
              The
      Company’s Form 10-KSB for the period ended December 31, 2006 (the “Form
      10-K”); which discloses that the Company is currently under Chapter 11
      protection of the U.S. Bankruptcy Code;
and

            


    

    


    
      	
              (ii)  

            	
              All
      other documents filed by the Company with the SEC subsequent to the
      Company’s Form 10-K and prior to the date of this Agreement, including
      without limitation, the “Risk Factors” in the Form 10-K (collectively the
      “SEC Filings”).  The Form 10-K and Risk Factors are accessible
      on the EDGAR website on
www.SEC.gov;

            


    

    


    
      	
              (iii)  

            	
              The
      Company’s Series A Convertible Preferred Stock Designation (the
      “Designation”); and

            


    

    


    
      	
               
      

            	
                     
      (iii)

            	
              A
      draft of the Company’s Disclosure Statement and Plan of Reorganization
      (the “Plan”). The Plan, the 10-K the Designation and the SEC Filings shall
      be referred to herein as the “Disclosure
  Documents.”

            


    

     

    
      	
              (b)  

            	
              Subscriber
      has been furnished with and has carefully read the Disclosure Documents
      including the Risk Factors listed therein and is familiar with the terms
      of the Offering.  With respect to individual or partnership tax
      and other economic considerations involved in this investment, Subscriber
      is not relying on the Company (or any agent or
      representative).  Subscriber has carefully considered and has,
      to the extent Subscriber believes such discussion necessary, discussed
      with Subscriber’s legal, tax, accounting and financial advisers the
      suitability of an investment in the Shares for Subscriber’s particular tax
      and financial situation.

            


    

    


    
      	
              (c)  

            	
              Subscriber
      has had an opportunity to inspect relevant documents relating to the
      organization and operations of the Company.  Subscriber
      acknowledges that all documents, records and books pertaining to this
      investment which Subscriber has requested have been made available for
      inspection by Subscriber and Subscriber’s attorney, accountant or other
      adviser(s).

            


    

    


    
      	
              (d)  

            	
              Subscriber
      and/or Subscriber’s advisor(s) has/have had a reasonable opportunity to
      ask questions of and receive answers and to request additional relevant
      information from a person or persons acting on behalf of the Company
      concerning the Offering.

            


    

    


    
      	
              (e)  

            	
              Subscriber
      is not subscribing for the Securities as a result of any offering
      circular, or subsequent to any advertisement, article, notice or other
      communication published in any newspaper, magazine or similar media or
      broadcast over television or radio or presented at any seminar or any form
      of general solicitation.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (f)  

            	
              The
      undersigned recognizes that the Units have not been registered under the
      Securities Act of 1933, as amended (“Act”), nor under the securities laws
      of any state and, therefore, cannot be resold unless resale of is
      registered under the Act or unless an exemption from registration is
      available; no public agency has passed upon the fairness of the terms of
      the offering; the undersigned may not sell the Units without registering
      them under the Act and any applicable state securities laws unless
      exemptions from such registration requirements are available with respect
      to any such sale;

            


    

    


    
      	
              (g)  

            	
              The
      undersigned is acquiring the Units for his, her or its own account for
      long-term investment and not with a view toward resale, fractionalization
      or division, or distribution thereof, and he, she or it does not presently
      have any reason to anticipate any change in his, her or its circumstances,
      financial or otherwise, or particular occasion or event which would
      necessitate or require his, hers or its sale or distribution of the
      Units.  No one other than the undersigned has any beneficial
      interest in said securities;

            


    

    


    
      	
               
      

            	
                     
      (h)

            	
              The
      undersigned recognizes that the investment herein is a speculative venture
      and that the total amount of funds tendered to purchase Units is placed at
      the risk of the business and may be completely lost.  The
      purchase of Units as an investment involves special
  risks;

            


    

    


    
      	
               
      

            	
                      
      (i)

            	
              The
      undersigned realizes that the Shares cannot readily be sold as they will
      be restricted securities and therefore the Units must not be purchased
      unless the undersigned has liquid assets sufficient to assure that such
      purchase will cause no undue financial difficulties and the undersigned
      can provide for current needs and possible personal
      contingencies;

            


    

    


    
      	
               
      

            	
                      
      (j)

            	
              The
      undersigned confirms and represents that he, she or it is able (i) to bear
      the economic risk of his, her or its investment, (ii) to hold the Units
      for an indefinite period of time, and (iii) to afford a complete loss of
      his, her or its investment.  The undersigned also represents
      that he, she or it has (i) adequate means of providing for his, her or its
      current needs and possible personal contingencies, and (ii) has no need
      for liquidity in this particular
investment;

            


    

    


    
      	
               
      

            	
                     
      (k)

            	
              The
      undersigned understands that the ability to transfer the Units will be
      restricted which includes restrictions against transfers unless the
      transfer is effected in compliance with the 1933 Act and applicable state
      securities laws (including investment suitability standards); that the
      Company will consent to a transfer of the Units only if the transferee
      represents that such transferee meets the suitability standards required
      of an initial subscriber and that the Company has the right, in its sole
      discretion, to refuse to consent to the transfer of the
    Units;

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               
      

            	
                      
      (l)

            	
              All
      information which the undersigned has provided to the Company concerning
      the undersigned's financial position and knowledge of financial and
      business matters is correct and complete as of the date hereof, and if
      there should be any material change in such information prior to
      acceptance of this Agreement by the Company, the undersigned will
      immediately provide the Company with such
  information;

            


    

    


    
      	
               
      

            	
                      (m)

            	
              The
      undersigned has carefully considered and has, to the extent he, she or it
      believes such discussion necessary, discussed with his, her or its
      professional, legal, tax and financial advisors, the suitability of an
      investment in the Units for his, her or its particular tax and financial
      situation and that the undersigned and his, her or its advisers, if such
      advisors were deemed necessary, have determined that the Units are a
      suitable investment for him, her or
it;

            


    

    


    
      	
               
      

            	
                     
      (n)

            	
              The
      undersigned has not become aware of this offering and has not been offered
      Units by any form of general solicitation or advertising, including, but
      not limited to, advertisements, articles, notices or other communications
      published in any newspaper, magazine, or other similar media or television
      or radio broadcast or any seminar or meeting where, to the undersigned's
      knowledge, those individuals that have attended have been invited by any
      such or similar means of general solicitation or advertising;
      and

            


    

    


    
      	
               
      

            	
                     
      (o)

            	
              The
      undersigned is a bona fide resident or operates its principal place of
      business as set forth in this Subscription Agreement and Acknowledgment of
      Investment.

            


    

    


    
      	
               
      

            	
                     
      (p)

            	
              The
      Purchaser acknowledges that he, she or it will receive Warrants to
      purchase shares of Common Stock in the form of Exhibit A
      attached to this Subscription
Agreement.

            


    

    


    
      	
               
      

            	
                    
      (q)

            	
              Investor
      acknowledges that he, she, or it is receiving “piggy-back” registration
      rights in connection with the shares of common stock which the Series A
      Preferred Stock is convertible into and the shares of common stock which
      the Warrants are exercisable for, which “piggy-back” registration rights
      are evidenced by the Registration Rights Agreement attached hereto as
      Exhibit
      B.

            


    

    


    3.           THE UNDERSIGNED FURTHER
CERTIFIES THAT HE, SHE OR IT UNDERSTANDS THAT:

    


    
      	
              (a)  

            	
              THIS
      SUBSCRIPTION IS SUBJECT TO THE APPROVAL OF THE COMPANY’S PLAN OF
      REORGANIZATION, AND THE ISSUANCE, BY THE BANKRUPTCY COURT OF A
      CONFIRMATION ORDER, AS WELL AS THE COMPANY’S SUCCESSFUL DESIGNATION OF THE
      SERIES A PREFERRED STOCK (THE
“APPROVAL”).

            


    

    


    
      	
              (b)  

            	
              THE
      COMPANY SHALL BE ABLE TO CANCEL THIS SUBSCRIPTION AND RETURN THE
      SUBSCRIBER’S FUNDS PAID IN CONNECTION WITH SUCH SUBSCRIPTION IN THE
      COMPANY’S SOLE DISCRETION IF ANY TIME WITHIN THE PERIOD OF THIRTY (30)
      DAYS FOLLOWING THE APPROVAL, (THE
“DEADLINE”).

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (c)  

            	
              THIS
      SUBSCRIPTION SHALL AUTOMATICALLY BE REJECTED BY THE COMPANY AND ALL
      SUBSCRIPTION FUNDS RETURNED TO THE SUBSCRIBER IN THE EVENT THE APPROVAL
      DOES NOT OCCUR PRIOR TO DECEMBER 31,
2007.

            


    

    


    
      	
              (d)  

            	
              THIS
      SUBSCRIPTION SHALL BE AUTOMATICALLY ACCEPTED AS OF THE DATE OF THE
      DEADLINE, IN THE EVENT THE APPROVAL HAS OCCURRED PRIOR TO DECEMBER 31,
      2007, AND THIS SUBSCRIPTION HAS NOT OTHERWISE BEEN CANCELLED BY THE
      COMPANY PURSUANT TO SECTION (B) ABOVE.  IN THE EVENT THIS
      SUBSCRIPTION IS NOT REJECTED AND/OR CANCELLED PRIOR TO THE DEADLINE, THE
      EFFECTIVE DATE OF THIS SUBSCRIPTION AND ANY WARRANTS GRANTED IN CONNECTION
      HEREWITH SHALL BE SUCH DEADLINE
DATE.

            


    

    


    
      	
              (e)  

            	
              The
      Subscription hereunder is irrevocable by Investor, that, except as
      required by law, Investor is not entitled to cancel, terminate or revoke
      this Agreement or any agreements of Investor hereunder and that this
      Subscription Agreement and such other agreements shall survive the death
      or disability of Investor and shall be binding upon and inure to the
      benefit of the parties hereto and their respective heirs, executors,
      administrators, successors, legal representatives and permitted
      assigns.  If Investor is more than one person, the obligations
      of Investor hereunder shall be joint and several and the agreements,
      representations, warranties and acknowledgments herein contained shall be
      deemed to be made by and be binding upon each such person and his or her
      heirs, executors, administrators, successors, legal representatives and
      permitted assigns.

            


    

    


    
      	
              (f)  

            	
              No
      federal or state agency has made any findings or determination as to the
      fairness of the terms of this Offering for investment purposes; or any
      recommendations or endorsements of the Units, Shares or
      Warrants.

            


    

    


    
      	
              (g)  

            	
              The
      Offering is intended to be exempt from registration under the Securities
      Act by virtue of Section 4(2) of the Securities Act and the provisions of
      Rule 506 of Regulation D thereunder, which is in part dependent upon the
      truth, completeness and accuracy of the statements made by the Investor
      herein.

            


    

    


    
      	
              (h)  

            	
              It
      is understood that in order not to jeopardize the Offering’s exempt status
      under Section 4(2) of the Securities Act and Regulation D, any transferee
      may, at a minimum, be required to fulfill the investor suitability
      requirements thereunder.

            


    

    


    
      	
              (i)  

            	
              No
      person or entity acting on behalf, or under the authority, of Investor is
      or will be entitled to any broker’s, finder’s or similar fee or commission
      in connection with this
Subscription.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (j)  

            	
              Investor
      acknowledges that the information furnished in this Agreement by the
      Company to Investor or its advisers in connection with the Offering, is
      confidential and nonpublic and agrees that all such written information
      which is material and not yet publicly disseminated by the Company shall
      be kept in confidence by Investor and neither used by Investor for
      Investor’s personal benefit (other than in connection with this
      Subscription), nor disclosed to any third party, except Investor’s legal
      and other advisers who shall be advised of the confidential nature of such
      information, for any reason; provided, however, that this obligation shall
      not apply to any such information that (i) is part of the public knowledge
      or literature and readily accessible at the date hereof, (ii) becomes a
      part of the public knowledge or literature and readily accessible by
      publication (except as a result of a breach of this provision) or (iii) is
      received from third parties (except third parties who disclose such
      information in violation of any confidentiality agreements or obligations,
      including, without limitation, any subscription agreement entered into
      with the Company).  The representations, warranties and
      agreements of Investor and the Company contained herein and in any other
      writing delivered in connection with the Offering shall be true and
      correct in all material respects on and as of the date of such
      Subscription as if made on and as of the date the Company executes this
      Agreement and shall survive the execution and delivery of this
      Agreement.

            


    

    


    
      	
              (k)  

            	
              IN
      MAKING AN INVESTMENT DECISION, INVESTOR MUST RELY ON ITS OWN EXAMINATION
      OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
      RISKS INVOLVED.  THE COMMON SHARES HAVE NOT BEEN RECOMMENDED BY
      ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL
  OFFENSE.

            


    

    


    4.           Indemnification.  It
is acknowledged that the meaning and legal consequences of the representations
and warranties contained in this Agreement are understood and the undersigned
hereby agrees to indemnify and hold harmless the Company and each purchaser of
Units from and against any and all loss, damage, and liability due to or arising
out of a breach of any of the representations and warranties made in this
Agreement.  The representations and warranties contained herein are
intended to and shall survive delivery of the Agreement.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Restrictions
on Transferability of Units.  The undersigned hereby agrees
that the Shares and Warrants being purchased by him, her or it and any agreement
or certificate evidencing such securities shall be stamped or otherwise
imprinted with a conspicuous legend in substantially the following
form:

    


    "The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any
state securities act.  The securities have been acquired for
investment and may not be sold, transferred, pledged or hypothecated unless (i)
they shall have been registered under the Securities Act of 1933 and any
applicable state securities act, or (ii) the corporation shall have been
furnished with an opinion of counsel, satisfactory to counsel for the
corporation, that registration is not required under any such
acts."

    


    6.           Purchase
Payment.   The
purchase price shall be paid to the Company in cash, check or via wire transfer
simultaneously with the undersigned entry into this Agreement.

    


    7.           Effect of
Facsimile and Photocopied Signatures. This Agreement may be executed in
several counterparts, each of which is an original.  It shall not be
necessary in making proof of this Agreement or any counterpart hereof to produce
or account for any of the other counterparts.  A copy of this
Agreement signed by one party and faxed to another party shall be deemed to have
been executed and delivered by the signing party as though an
original.  A photocopy of this Agreement shall be effective as an
original for all purposes.

    


    


    


    


    


    


    


    


    [Remainder
of page left intentionally blank.  Signature page
follows.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.           Number of
Units Purchased.  The undersigned
hereby subscribes to purchase

    1,000,000
Units (each consisting of four (4) shares of the Company’s Series A Preferred
Stock and one (1) warrant to purchase one share of the Company’s common stock at
an exercise price of $0.10 per share) for an aggregate purchase price of
$2,000,000 ($2.00 per Unit).

    


    This
Agreement is executed this the 30th day of
January, 2008, at Cupertino, CA.

    


    


    “PURCHASER”

    


    Name
(please print):          McAfee Capital LLC    


    If entity
named above, By:      Eric McAfee    

    


                    Its:      President                                                                                          

    


    Number of
Preferred Shares: 4,000,000   Wire transfer in the amount of
$2,000,000

    


    Subscribed
For:  1,000,000 Units

    


    Social
Security or Taxpayer I.D. Number [required]:        XXX-XX-XXXX    

    


    Business
Address (including zip code):       XXXXXXXXXXXXXXXX        

    


    


    


    Business
Phone: (XXX) XXX-XXXX    

    


    Residence
Address (including zip code)                                                                   

    


    


    


    Residence
Phone: (    )                                                                                                                                                                 

    


    


    All
communications to be sent to:

    


              X          Business
or

    


                        Residence
Address

    


    


    


    Please
indicate on the following page the form in which you will hold title to your
interest in the Shares and Warrants.  PLEASE CONSIDER
CAREFULLY.  ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM
OF TITLE CON­STI­TUTES A TRANSFER OF THE INTEREST IN THE SHARES AND/OR
WARRANTS AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, THE
SHARES AND/OR WARRANTS AND MAY RESULT IN ADDITIONAL COSTS TO
YOU.  Subscribers should seek the advice of their attorneys in
deciding in which of the forms they should take ownership of the interest in the
Shares, because different forms of ownership can have varying gift tax, estate
tax, income tax, and other consequences, depending on the state of the
investor's domicile and his or her particular personal
circumstances.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Please
      select one of the following forms of
ownership:

            


    

    


    
      	 	
              INDIVIDUAL
      OWNERSHIP (one signature required)

            


    

    


    
      	 	
              JOINT
      TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or
      all parties must sign)

            


    

    


    
      	 	
              COMMUNITY
      PROPERTY (one signature required if interest held in one name, i.e.,
      managing spouse; two signatures required if interest held in both
      names)

            


    

    


    
      	 	
              TENANTS
      IN COMMON (both or all parties must
sign)

            


    

    


    
      	 	
              GENERAL
      PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a
      PARTNER authorized to sign, and include a copy of the Partnership
      Agreement)

            


    

    


    
      	 	
              LIMITED
      PARTNERSHIP (fill out all documents in the name of the LIMITED
      PARTNERSHIP, by a GENERAL PARTNER autho­rized to sign, and include a
      copy of the Limited Partnership Agreement and any other document showing
      that the investment is authorized)

            


    

    


    
      	
                      X

            	
              LIMITED
      LIABILITY COMPANY (fill out all documents in the name of the LIMITED
      LIABILITY COMPANY, by a member authorized to sign, and include a copy of
      the LIMITED LIABILITY COMPANY’s Operating Agreement and any other
      documents necessary to show the investment is
  authorized.)

            


    

    


    
      	 	
              CORPORATION
      (fill out all documents in the name of the CORPORATION, by the President
      or other officer authorized to sign, and include a copy of the
      Corporation's Articles and certified Corporate Resolution authorizing the
      signature)

            


    

    


    
      	 	
              TRUST
      (fill out all documents in the name of the TRUST, by the Trustee, and
      include a copy of the instrument creating the trust and any other
      documents necessary to show the investment by the Trustee is
      authorized.  The date of the trust must appear on the Notarial
      where indicated.)

            


    

    


    Subject to acceptance by the Company,
the undersigned has completed this Subscription Agreement to evidence his/her
sub­scrip­tion for participation in the Shares of the Company, this
30th
day of January, 2008, Cupertino, CA.

    
 

    _McAfee Capital
LLC_____________________

    Subscriber

    ___by: Eric
McAfee________________________

    Printed name

    


    If an entity, on behalf
of:

    ____/s/Eric
McAfee_____________________________

    Subscriber’s position with
entity:

    _____President_______________________________

    


    The
Company has accepted this subscription this 30th day of
January 2008, subject to Section 3(a), (b) and (c).

    


    
      	
               
      

            	
              Blast
      Energy Services, Inc., a California
Corporation

            


    

    


    By__/s/John
O’Keefe_________________

           Its:
_CEO____________________________

    Printed Name: __John
O’Keefe___________


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
A

          


        

      

    


    BLAST
ENERGY SERVICES, INC.

    


    WARRANT
AGREEMENT

    Date:
January 30,  2008

    


    


    To Whom
It May Concern:

    


    BLAST
ENERGY SERVICES, INC. (the “Company”), for value received, hereby agrees to
issue common stock purchase warrants entitling Clyde Berg (“Holder”) and
his/her/its assigns to purchase an aggregate of 1,000,000 shares of the
Company’s common stock (“Common Stock”).  Such warrant is evidenced by
a warrant certificate in the form attached hereto as Schedule 1 (such instrument
being hereinafter referred to as a “Warrant,” and such Warrant and all
instruments hereafter issued in replacement, substitution, combination or
subdivision thereof being hereinafter collectively referred to as the
“Warrant”). The Warrant is issued to Holder in connection with Holder’s
subscription for Units in the Company in connection with the Subscription
Agreement in Blast Energy Services, Inc. which this Warrant is attached to as
Exhibit
A.  The number of shares of Common Stock purchasable upon
exercise of the Warrant is subject to adjustment as provided in Section 5
below.  The Warrant will be exercisable by the Warrant Holder (as
defined below) as to all or any lesser number of shares of Common Stock covered
thereby, at an initial purchase price of US $0.10 per share (the “Purchase
Price”), subject to adjustment as provided in Section 5 below, for the exercise
period defined in Section 3(a) below.  The term “Warrant Holder”
refers to the person whose name appears on the signature page of this agreement
and any transferee or transferees of any of them permitted by Section 2(a)
below.  The Subscription for this Warrant was accepted by the Company
on January 31, 2008, which gives this Warrant an effective date of January 31,
2008.

    


    
      	
              1.  

            	
              Representations
      and Warranties.

            


    

    


    The
Company represents and warrants to you as follows:

    


    
      	
              (a)  

            	
              Corporate
      and Other Action.  The Company has all requisite power
      and authority (corporate and other), and has taken all necessary corporate
      action, to authorize, execute, deliver and perform this Warrant Agreement,
      to execute, issue, sell and deliver the Warrant and a certificate or
      certificates evidencing the Warrant, to authorize and reserve for issue
      and, upon payment from time to time of the Purchase Price, to issue, sell
      and deliver, the shares of the Common Stock issuable upon exercise of the
      Warrant (“Shares”), and to perform all of its obligations under this
      Warrant Agreement and the Warrant.  The Shares, when issued in
      accordance with this Warrant Agreement, will be duly authorized and
      validly issued and outstanding, fully paid and nonassessable and free of
      all liens, claims, encumbrances and preemptive rights. This Warrant
      Agreement and, when issued, each Warrant issued pursuant hereto, has been
      or will be duly executed and delivered by the Company and is or will be a
      legal, valid and binding agreement of the Company, enforceable in
      accordance with its terms.  No authorization, approval, consent
      or other order of any governmental entity, regulatory authority or other
      third party is required for such authorization, execution, delivery,
      performance, issue or sale.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (b)  

            	
              No
      Violation.  The execution and delivery of this Warrant
      Agreement, the consummation of the transactions herein contemplated and
      the compliance with the terms and provisions of this Warrant Agreement and
      of the Warrant will not conflict with, or result in a breach of, or
      constitute a default or an event permitting acceleration under, any
      statute, the Articles of Incorporation or Bylaws of the Company or any
      indenture, mortgage, deed of trust, note, bank loan, credit agreement,
      franchise, license, lease, permit, or any other agreement, understanding,
      instrument, judgment, decree, order, statute, rule or regulation to which
      the Company is a party or by which it is
bound.

            


    

    


    
      	
              2.  

            	
              Transfer.

            


    

    


    
      	
              (a)  

            	
              Transferability
      of Warrant.  You agree that the Warrant is being acquired
      as an investment and not with a view to distribution thereof and that the
      Warrant may not be transferred, sold, assigned or hypothecated except as
      provided herein.  You further acknowledge that the Warrant may
      not be transferred, sold, assigned or hypothecated unless pursuant to a
      registration statement that has become effective under the Securities Act
      of 1933, as amended (the “Act”), setting forth the terms of such offering
      and other pertinent data with respect thereto, or unless you have provided
      the Company with an acceptable opinion from acceptable counsel that such
      registration is not required. Certificates representing the Warrant shall
      bear an appropriate legend.  Notwithstanding the foregoing, any
      request to transfer the Warrant must be accompanied by the Form of
      Assignment and Transfer attached hereto as Schedule 2 executed by the
      Warrant Holder.

            


    

    


    
      	
              (b)  

            	
              Registration
      of Shares.  You agree not to make any sale or other
      disposition of the Shares except pursuant to a registration statement
      which has become effective under the Act, setting forth the terms of such
      offering, the underwriting discount and commissions and any other
      pertinent data with respect thereto, unless you have provided the Company
      with an acceptable opinion of counsel acceptable to the Company that such
      registration is not required.  Certificates representing the
      Shares, which are not registered as provided in this Section 2, shall bear
      an appropriate legend and be subject to a “stop-transfer”
      order.

            


    

    


    
      	
              3.  

            	
              Exercise of Warrant,
      Partial Exercise.

            


    

    


    
      	
              (a)  

            	
              Exercise
      Period.  This Warrant shall expire and all rights
      hereunder shall be extinguished three years (3) years from the date first
      written above.

            


    

    


    
      	
              (b)  

            	
              Exercise
      in Full.  Subject to Section 3(a), a Warrant may be
      exercised in full by the Warrant Holder by surrender of the Warrant, with
      the Form of Subscription attached hereto as Schedule 3 executed by such
      Warrant Holder, to the Company, accompanied by payment as determined by
      3(d) below, in the amount obtained by multiplying the number of Shares
      represented by the respective Warrant by the Purchase Price per share
      (after giving effect to any adjustments as provided in Section 5
      below).

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (c)  

            	
              Partial
      Exercise.  Subject to Section 3(a), each Warrant may be
      exercised in part by the Warrant Holder by surrender of the Warrant, with
      the Form of Subscription attached hereto as Schedule 3 at the end thereof
      duly executed by such Warrant Holder, in the manner and at the place
      provided in Section 3(b) above, accompanied by payment as determined by
      3(d) below, in amount obtained by multiplying the number of Shares
      designated by the Warrant Holder in the Form of Subscription attached
      hereto as Schedule 3 to the Warrant by the Purchase Price per share (after
      giving effect to any adjustments as provided in Section 5
      below).  Upon any such partial exercise, the Company at its
      expense will forthwith issue and deliver to or upon the order of the
      Warrant Holder a new Warrant of like tenor, in the name of the Warrant
      Holder subject to Section 2(a), calling in the aggregate for the purchase
      of the number of Shares equal to the number of such Shares called for on
      the face of the respective Warrant (after giving effect to any adjustment
      herein as provided in Section 5 below) minus the number of such Shares
      designated by the Warrant Holder in the aforementioned form of
      subscription.

            


    

    


    
      	
              (d)  

            	
              Payment
      of Purchase Price.  The Purchase Price may be made by any
      of the following or a combination thereof, at the election of the Warrant
      Holder:

            


    

     

    
      	
               
      

            	
              (i)             

            	
              in
      cash;

            


    

    
      	
               
      

            	
              (ii)

            	
              by
      wire transfer; or

            


    

    
      	
               
      

            	
              (iii)

            	
              by
      certified or cashier’s check, or money
order.

            


    

     

    
      	
              4.  

            	
              Delivery
      of Stock Certificates on
Exercise.

            


    

    


    Any
exercise of the Warrant pursuant to Section 3 shall be deemed to have been
effected immediately prior to the close of business on the date on which the
Warrant together with the Form of Subscription and the payment for the aggregate
Purchase Price shall have been received by the Company.  At such time,
the person or persons in whose name or names any certificate or certificates
representing the Shares or Other Securities (as defined below) shall be issuable
upon such exercise shall be deemed to have become the holder or holders of
record of the Shares or Other Securities so purchased.  As soon as
practicable after the exercise of any Warrant in full or in part, and in any
event within Ten (10) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of, and delivered to the purchasing Warrant Holder, a
certificate or certificates representing the number of fully paid and
nonassessable shares of Common Stock or Other Securities to which such Warrant
Holder shall be entitled upon such exercise, plus in lieu of any fractional
share to which such Warrant Holder would otherwise be entitled, cash in an
amount determined pursuant to Section 6(e).  The term “Other
Securities” refers to any stock (other than Common Stock), other securities or
assets (including cash) of the Company or any other person (corporate or
otherwise) which the Warrant Holder at any time shall be entitled to receive, or
shall have received, upon the exercise of the Warrant, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities
pursuant to Section 5 below or otherwise.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              5.  

            	
              Adjustment
      of Purchase Price and Number of Shares
  Purchasable.

            


    

    


    The
Purchase Price and the number of Shares are subject to adjustment from time to
time as set forth in this Section 5.

    


    
      	
              (a)  

            	
              In
      case the Company shall at any time after the date of this Warrant
      Agreement (i) declare a dividend on the Common Stock in shares of its
      capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine
      the outstanding Common Stock into a smaller number of Common Stock, or
      (iv) issue any shares of its capital stock by reclassification of the
      Common Stock (including any such reclassification in connection with a
      consolidation or merger in which the Company is the continuing
      corporation), then in each case the Purchase Price, and the number and
      kind of Shares receivable upon exercise, in effect at the time of the
      record date for such dividend or of the effective date of such
      subdivision, combination, or reclassification shall be proportionately
      adjusted so that the holder of any Warrant exercised after such time shall
      be entitled to receive the aggregate number and kind of Shares which, if
      such Warrant had been exercised immediately prior to such record date, he
      would have owned upon such exercise and been entitled to receive by virtue
      of such dividend, subdivision, combination, or
      reclassification.  Such adjustment shall be made successively
      whenever any event listed above shall
occur.

            


    

    


    
      	
              (b)  

            	
              No
      adjustment in the Purchase Price shall be required if such adjustment is
      less than US $0.01; provided, however, that
      any adjustments which by reason of this subsection (b) are not required to
      be made shall be carried forward and taken into account in any subsequent
      adjustment.  All calculations under this Section 5 shall be made
      to the nearest cent or to the nearest one-thousandth of a share, as the
      case may be.

            


    

    


    
      	
              (c)  

            	
              Upon
      each adjustment of the Purchase Price as a result of the calculations made
      in subsection (a) of this Section 5, the Warrant outstanding prior to the
      making of the adjustment in the Purchase Price shall thereafter evidence
      the right to purchase, at the adjusted Purchase Price, that number of
      Shares (calculated to the nearest thousandth) obtained by (i) multiplying
      the number of Shares purchasable upon exercise of the Warrant immediately
      prior to adjustment of the number of Shares by the Purchase Price in
      effect prior to adjustment of the Purchase Price and (ii) dividing the
      product so obtained by the Purchase Price in effect immediately after such
      adjustment of the Purchase Price.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              6.  

            	
              Further
      Covenants of the Company.

            


    

    


    
      	
              (a)  

            	
              Dilution
      or Impairments.  The Company will not, by amendment of
      its certificate of incorporation or through any reorganization, transfer
      of assets, consolidation, merger or dissolution, avoid or seek to avoid
      the observance or performance of any of the terms of the Warrant or of
      this Warrant Agreement, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such action as may
      be necessary or appropriate in order to protect the rights of the Warrant
      Holder against dilution or other impairment.  Without limiting
      the generality of the foregoing, the
Company:

            


    

    


    
      	
              (i)  

            	
              shall
      at all times reserve and keep available, solely for issuance and delivery
      upon the exercise of the Warrant, all shares of Common Stock (or Other
      Securities) from time to time issuable upon the exercise of the Warrant
      and shall take all necessary actions to ensure that the par value per
      share, if any, of the Common Stock (or Other Securities) is at all times
      equal to or less than the then effective Purchase Price per share;
      and

            


    

    


    
      	
              (ii)  

            	
              will
      take all such action as may be necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable shares
      of Common Stock or Other Securities upon the exercise of the Warrant from
      time to time outstanding.

            


    

    


    
      	
              (b)  

            	
              Title
      to Stock.  All Shares delivered upon the exercise of the
      Warrant shall be validly issued, fully paid and nonassessable; each
      Warrant Holder shall, upon such delivery, receive good and marketable
      title to the Shares, free and clear of all voting and other trust
      arrangements, liens, encumbrances, equities and claims whatsoever; and the
      Company shall have paid all taxes, if any, in respect of the issuance
      thereof.

            


    

    


    
      	
              (c)  

            	
              Exchange
      of Warrant.  Subject to Section 2(a) hereof, upon
      surrender for exchange of any Warrant to the Company, the Company at its
      expense will promptly issue and deliver to or upon the order of the holder
      thereof a new Warrant or like tenor, in the name of such holder or as such
      holder (upon payment by such Warrant holder of any applicable transfer
      taxes) may direct, calling in the aggregate for the purchase of the number
      of Shares called for on the face of the Warrant
      surrendered.  The Warrant and all rights thereunder are
      transferable in whole or in part upon the books of the Company by the
      registered holder thereof, subject to the provisions of Section 2(a), in
      person or by duly authorized attorney, upon surrender of the Warrant, duly
      endorsed, at the principal office of the
  Company.

            


    

    


    
      	
              (d)  

            	
              Replacement
      of Warrant.  Upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft, destruction or mutilation
      of any Warrant and, in the case of any such loss, theft or destruction,
      upon delivery of an indemnity agreement reasonably satisfactory in form
      and amount to the Company or, in the case of any such mutilation, upon
      surrender and cancellation of such Warrant, the Company, at the expense of
      the Warrant Holder, will execute and deliver, in lieu thereof, a new
      Warrant of like tenor.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (e)  

            	
              Fractional
      Shares.  No fractional Shares are to be issued upon the
      exercise of any Warrant, but the Company shall round any fraction of a
      share to the nearest whole Share.

            


    

    


    
      	
              7.  

            	
              Other Warrant Holders:
      Holders of Shares.

            


    

    


    The
Warrant is issued upon the following terms, to all of which each Warrant Holder
by the taking thereof consents and agrees: (a) any person who shall become a
transferee, within the limitations on transfer imposed by Section 2(a) hereof,
of a Warrant properly endorsed shall take such Warrant subject to the provisions
of Section 2(a) hereof and thereupon shall be authorized to represent himself,
herself or itself as absolute owner thereof and, subject to the restrictions
contained in this Warrant Agreement, shall be empowered to transfer absolute
title by endorsement and delivery thereof to a permitted bona fide purchaser for
value; (b) any person who shall become a holder or owner of Shares shall take
such shares subject to the provisions of Section 2(b) hereof; (c) each prior
taker or owner waives and renounces all of his equities or rights in such
Warrant in favor of each such permitted bona fide purchaser, and each
such permitted bona fide
purchaser shall acquire absolute title thereto and to all rights
presented thereby; and (d) until such time as the respective Warrant is
transferred on the books of the Company, the Company may treat the registered
holder thereof as the absolute owner thereof for all purposes, notwithstanding
any notice to the contrary.

    


    
      	
              8.  

            	
              Miscellaneous.

            


    

    


    All
notices, certificates and other communications from or at the request of the
Company to any Warrant Holder shall be mailed by first class, registered or
certified mail, postage prepaid, to such address as may have been furnished to
the Company in writing by such Warrant Holder, or, until an address is so
furnished, to the address of the last holder of such Warrant who has so
furnished an address to the Company, except as otherwise provided
herein.  This Warrant Agreement and any of the terms hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.  This Warrant Agreement shall be construed
and enforced in accordance with and governed by the laws of the State of
Texas.  The headings in this Warrant Agreement are for purposes of
reference only and shall not limit or otherwise affect any of the terms
hereof.  This Warrant Agreement, together with the forms of
instruments annexed hereto as schedules, constitutes the full and complete
agreement of the parties hereto with respect to the subject matter
hereof.  For purposes of this Warrant Agreement, a faxed signature
shall constitute an original signature.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant Agreement to be executed on
this 30st day of
January, 2008, in Houston, TX, by its proper corporate officers, thereunto duly
authorized.

    


    BLAST ENERGY SERVICES,
INC.

    


    


    By_/s/John
O’Keefe_______________

           Its:
_CEO________________________

    Printed Name: John
O’Keefe_________

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
A

          


        

      

    


    SCHEDULE 1

    WARRANT

    


    THIS
WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN
RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF
SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES
LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER.  THIS WARRANT
MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER
THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.  THIS
WARRANT MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR,
AND NEITHER THE WARRANT NOR THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE PROVISIONS OF REGULATION S AND OTHER LAWS OR PURSUANT TO
REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM
REGISTRATION.  HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE
SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT.

    


    


    To
Purchase 1,000,000 Shares

    of Common
Stock

    BLAST
ENERGY SERVICES, INC.

    


    


    This
certifies that, for value received, the hereafter named registered owner is
entitled, subject to the terms and conditions of this Warrant, until the
expiration date, to purchase the number of shares (the “Shares”) set forth above
of the common stock (“Common Stock”), of BLAST ENERGY SERVICES, INC. (the
“Company”) from the Company at the purchase price per share hereafter set forth
below, on delivery of this Warrant to the Company with the exercise form duly
executed and payment of the purchase price (in cash or by certified or bank
cashier’s check payable to the order of the Company) for each Share
purchased.  This Warrant is subject to the terms of the Warrant
Agreement between the parties thereto dated as of January 30,2008, the terms of
which are hereby incorporated herein.  Reference is hereby made to
such Warrant Agreement for a further statement of the rights of the holder of
this Warrant.

    


    Registered
Owner:  McAfee Capital
LLC                                                                                                                     Date:
January 30, 2008

    


    Purchase
Price

      Per
Share:                                US
$0.10

    


    
      	
              Expiration
      Date:

            	
              Subject
      to Section 3(a) of the Warrant Agreement, 5:00 p.m. Central Standard
      Time.

            


    

    


    WITNESS
the signature of the Company’s authorized officer:

    


    BLAST ENERGY SERVICES,
INC.

    


    


    By___/s/ John
OKeefe_________________

           Its:
__CEO___________________________

    Printed Name: __John
O’Keefe___________

    


    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
A

          


        

      

    


    SCHEDULE 2

    


    FORM OF ASSIGNMENT AND
TRANSFER

    


    


    For value
received, the undersigned hereby sells, assigns and transfers unto
__________________________________ the right represented by the enclosed Warrant
to purchase _________________ shares of Common Stock of

    BLAST
ENERGY SERVICES, INC. to which the enclosed Warrant relates, and appoints
Attorney to transfer such right on the books of BLAST ENERGY SERVICES, INC. with
full power of substitution in the premises.

    


    The
undersigned represents and warrants that the transfer of the enclosed Warrant is
permitted by the terms of the Warrant Agreement pursuant to which the enclosed
Warrant has been issued, and the transferee hereof, by his, her or its
acceptance of this Agreement, represents and warrants that he, she or it is
familiar with the terms of said Warrant Agreement and agrees to be bound by the
terms thereof with the same force and effect as if a signatory
thereto.

    


    Dated:______________

    


    


    ____________________________________________

    (Signature
must conform in all respects to name of holder

     as
specified on the face of  the enclosed Warrant)

    


    


    ____________________________________________

    (Address)

    


    Signed in
the presence of:

    


    ____________________________________


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
A

          


        

      

    


    
      	
               
      

            	
              SCHEDULE
      3

            


    

    


    FORM OF
SUBSCRIPTION
b

    (To be signed only upon exercise of
Warrant)

    


    


    To BLAST
ENERGY SERVICES, INC.:

    


    The
undersigned, the holder of the enclosed Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder,* shares of Common Stock of BLAST ENERGY SERVICES, INC. and herewith
makes payment of US $_______________ therefore, and requests that the
certificate or certificates for such shares be issued in the name of and
delivered to the undersigned.

    


    The
undersigned hereby certifies that the undersigned is not a U.S. person and the
warrant is not being exercised on behalf of a U.S. person, or, if applicable,
the undersigned has attached an opinion of counsel to the effect that the
warrant and the securities to be delivered upon exercise thereof have been
registered under the Securities Act of 1933, as amended or are exempt from
registration thereunder.

    


    Dated:______________

    


    


    ____________________________________________

    (Signature
must conform in all respects to name of holder

     as
specified on the face of  the enclosed Warrant)

    


    


    ____________________________________________

    (Address)

    


    


    


    


    


    


    


    


    


    


    


    ___________________________

    


    (*)           Insert
here the number of shares called for on the face of the Warrant or, in the case
of a partial exercise, the portion thereof as to which the Warrant is being
exercised, in either case without making any adjustment for additional Common
Stock or any other stock or other securities or property which, pursuant to the
adjustment provisions of the Warrant Agreement pursuant to which the Warrant was
granted, may be delivered upon exercise.