REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS AGREEMENT ("Agreement") is made and entered into
as  of the 28th day of September, 2007 by and between (i) Colony Energy, Inc., a
Delaware  corporation  (the  "Company"),  and  (ii)  ______________________
("Stockholder").

     RECITALS:

     WHEREAS,  Stockholder acquired certain shares of the Company's Common Stock
(the  "Common  Stock")  and  derivative  securities  pursuant to which shares of
Common  Stock may be acquired  (for purposes hereof, all shares of the Company's
Common  Stock  that  Stockholder may now or hereafter own, and all shares of the
Company's Common Stock underlying any derivative securities that Stockholder may
now  or  hereafter own, the resale of which are not then covered by an effective
Registration  Statement,  as  defined  hereinafter, are collectively referred to
hereinafter  as  the  "Registrable  Shares");  and

     WHEREAS,  the  Company  agreed  to  grant  certain  registration  rights to
Stockholder  with  respect  to  the  Registrable Shares in connection with their
acquisition  by  Stockholder;

     AGREEMENTS:

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
hereinafter  set  forth  and  for  other  good  and  valuable consideration, the
receipt,  adequacy  and  sufficiency of which are hereby acknowledged by each of
the  Company  and Stockholder, each of the Company and Stockholder hereby agrees
as  follows:

     (a)     If  at  any  time  after  the  date  hereof the Company proposes to
register  any  Common  Stock  under  the Securities Act of 1933, as amended (the
"Act"),  for  sale  to  the public for cash (and not for issuance pursuant to an
employee benefit plan or in connection with an acquisition of another company or
business  or  in  connection with any other registration that does not allow the
registration  of  secondary  sales),  the  Company  shall give written notice to
Stockholder  of  its  intention  so  to  do at least 20 days prior to filing the
related registration statement (the "Registration Statement").  Upon the written
request  of  Stockholder, given within 10 days after receipt of any such notice,
to  register  any  Registrable Shares, the Company shall use its best efforts to
cause  all  Registrable  Shares,  as  to  which  registration shall have been so
requested,  to  be  included in the securities to be covered by the Registration
Statement,  all  to the extent requisite to permit the sale or other disposition
by  Stockholder  of  the  Registrable  Shares  requested  to  be  so registered;
provided,  however,  that:

          (i)  If, at any time after giving such written notice of its intention
to  register  any securities and prior to the effective date of the Registration
Statement,  the  Company  shall  determine  for  any reason not to register such
securities,  the  Company  may,  at  its  election,  give written notice of such
determination to Stockholder, and thereupon the Company shall be relieved of its
obligation  to  register  any  Registrable  Shares  in  connection  with  such
registration;

          (ii)  If  such  registration  involves  an  underwritten  offering,
Stockholder must sell its Registrable Shares to the underwriters selected by the
Company  on  the  same  terms  and conditions as apply to the Company (except as
otherwise  agreed  to  by  the  Company  in  writing);  and

          (iii)  The  Company  shall  be  obligated  to  keep  the  Registration
Statement  effective  only  for  nine  months  after its initial effective date.

The  number of Registrable Shares to be included in an underwritten offering may
be  reduced, pro rata among all the Company's stockholders selling shares in the
offering,  in  a  ratio equal to the respective amounts of shares proposed to be
sold  by  such  stockholders, if and to the extent that the managing underwriter
shall advise Stockholder and the Company by letter of its belief that the number
of  securities requested to be registered exceeds the number that can be sold in
(or  during the term of) such offering without adversely affecting the marketing
of  the  securities  to  be  sold  by  the  Company.

     (b)     In  connection  with  the  registration  provided  for  hereunder,
Stockholder shall use reasonable efforts to cooperate with the Company and shall
furnish  to  the  Company in writing such information with respect to it and its
proposed  distribution  as  shall  be  reasonably  necessary  in order to assure
compliance  with  federal  and  applicable  state  securities  laws.

     (c)     The  Company  shall  pay  all  expenses  incurred by the Company in
complying  with  its  registration  obligations  pursuant  to  this  Agreement,
including, without limitation, all registration, qualification, and filing fees,
blue sky fees and expenses, printing expenses, fees and disbursements of counsel
and  independent  public  accountants  for  the  Company,  all  expenses  of the
underwriter customarily paid by issuers or sellers of securities (including fees
of the National Association of Securities Dealers, Inc.), transfer taxes, escrow
fees,  fees  of  transfer  agents  and  registrars,  and  costs  of  insurance.
Stockholder  shall  pay  all  underwriting  discounts  and  selling  commissions
applicable  to  the  sale  of  the  Registrable  Shares  being  registered.

     (d)     (i)   The  Company  shall  protect, indemnify and hold Stockholder,
and  its  officers,  directors, stockholders, attorneys, accountants, employees,
affiliates,  successors  and assigns, harmless from any and all demands, claims,
actions,  causes  of  actions, lawsuits, proceedings, investigations, judgments,
losses,  damages,  injuries,  liabilities,  obligations,  expenses  and  costs
(including  costs  of  litigation  and attorneys' fees), arising out of or based
upon  (aa) any untrue statement or alleged untrue statement of any material fact
contained  in  or incorporated by reference into the Registration Statement, any
preliminary  prospectus  or final prospectus contained therein, or any amendment
or  supplement thereto, (bb) the omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  or  (cc) any material violation by the Company of any
rule  or regulation promulgated under Act applicable to the Company and relating
to  action  or inaction by the Company in connection with any such registration;
provided,  however, that the Company shall not be liable in the case of (aa) and
(bb)  above  if  and  to  the  extent  that  the  event otherwise giving rise to
indemnification  arises  out  of or is based upon an untrue statement or alleged
untrue  statement  or  omission  or  alleged  omission  made  in conformity with
information  furnished  by  a  person  otherwise  entitled to indemnification in
writing  specifically  for  use  in  the Registration Statement or prospectus or
information  contained  in  a writing that has been expressly approved or deemed
approved  by  a  person  otherwise  entitled  to  indemnification.

          (ii)   Stockholder  shall  protect, indemnify and hold the Company and
its  officers,  directors,  stockholders,  attorneys,  accountants,  employees,
affiliates,  successors  and assigns, harmless from any and all demands, claims,
actions,  causes  of  actions, lawsuits, proceedings, investigations, judgments,
losses,  damages,  injuries,  liabilities,  obligations,  expenses  and  costs
(including  costs  of  litigation  and attorneys' fees), arising out of or based
upon  (aa) any untrue statement or alleged untrue statement of any material fact
contained  in  or incorporated by reference into the Registration Statement, any
preliminary  prospectus  or final prospectus contained therein, or any amendment
or  supplement thereto, (bb) the omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  or  (cc) any material violation by Stockholder of any
rule  or  regulation  promulgated  under  the  Act applicable to Stockholder and
relating  to  action  or  inaction  by  Stockholder  in connection with any such
registration; provided, however, that Stockholder shall be liable in the case of
(aa)  and  (bb)  above  only  if and to the extent that the event giving rise to
indemnification  arises  out  of or is based upon an untrue statement or alleged
untrue  statement  or  omission  or  alleged  omission  made  in conformity with
information  furnished  by  Stockholder  in  writing specifically for use in the
Registration  Statement or prospectus or information contained in a writing that
has  been  expressly  approved  or  deemed  approved  by  Stockholder.

          (iii)   Promptly  after  receipt  by  an  indemnified party under this
Section  (d)  of  notice  of  the  threat  or  commencement  of any action, such
indemnified  party shall, if a claim in respect thereof is to be made against an
indemnifying  party  hereunder,  notify  each such indemnifying party in writing
thereof,  but  the omission so to notify an indemnifying party shall not relieve
it  from  any liability which it may have to any indemnified party to the extent
that  the  indemnifying party is not prejudice as a result thereof.  In case any
such  action  shall be brought against any indemnified party and it shall notify
an  indemnifying party of the commencement thereof, the indemnifying party shall
be  entitled  to  participate in and, to the extent it shall wish, to assume and
undertake  the  defense  thereof  with  counsel  reasonably satisfactory to such
indemnified  party,  and,  after  notice  from  the  indemnifying  party to such
indemnified  party  of  its  election  so  to  assume  and undertake the defense
thereof,  the  indemnifying  party shall not be liable to such indemnified party
under  this  Section  (d)  for  any legal expenses subsequently incurred by such
indemnified  party  in connection with the defense thereof other than reasonable
costs  of  investigation  and  of  liaison  with  counsel  so elected; provided,
however,  that, if the defendants in any such action include both an indemnified
party  and  an  indemnifying  party and the related indemnified party shall have
reasonably concluded that there may be reasonable defenses available to it which
are different from or additional to those available to the indemnifying party or
if the interests of the indemnified party reasonably may be believed to conflict
with  the  interests of the indemnifying party, the indemnified party shall have
the  right  to  select  separate  counsel  and to assume such legal defenses and
otherwise  to  participate  in the defense of such action, with the expenses and
fees  of  such separate counsel and other expenses related to such participation
to  be  reimbursed by the indemnifying party as incurred.  No indemnifying party
shall  be subject to any liability for any settlement made without consent which
shall  not be unreasonably withheld.  No indemnifying party shall consent to the
entry  of any judgment or enter into any settlement which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
indemnified  party of a release from all liability with respect to such claim or
litigation.

     (e)     Any  notice  or request herein required or permitted to be given to
any  party hereunder shall be given in writing and shall be personally delivered
or  sent  to  such  party  by  prepaid  mail  at the address set forth below the
signature  of  such  party  hereto  or  at  such other address as such party may
designate  by  written communication to the other party to this Agreement.  Each
notice  given  in  accordance  with  this paragraph shall be deemed to have been
given, if personally delivered, on the date personally delivered, or, if mailed,
on the third day following the day on which it is deposited in the United States
mail,  certified  or  registered  mail,  return  receipt requested, with postage
prepaid.  This Agreement embodies the entire agreement and understanding between
the  parties  hereto with respect to the subject matter hereof and supersede all
prior  agreements  and  understandings, whether written or oral, relating to the
subject matter hereof.  This Agreement may not be amended, supplemented, waived,
or  terminated  except  by  written  instrument  executed  by  the  Company  and
Stockholder.  No  waiver  of  any provision of this Agreement shall constitute a
waiver  of  any  other  provision  of  this  Agreement,  nor  shall  such waiver
constitute  a waiver of any subsequent breach of such provision.  This Agreement
shall  be  binding  upon and shall inure to the benefit of each party hereto and
his  or  its  respective  successors, heirs, assigns, and legal representatives.
Stockholder  may  assign  to  a  transferee  or  assignee  the rights granted to
Stockholder  under  this Agreement in connection with any transfer or assignment
of  Registrable  Shares  by  the  Stockholder or its assignees.  The obligations
imposed  on  the Company by this Agreement shall be binding upon any corporation
into  which  the Company is merged or to whom substantially all of the Company's
assets are sold, and the Company may not merge or sell its assets in this regard
without  previously  having  the surviving corporation or purchaser (as the case
may  be)  agree  to  assume  the  Company's  obligations  hereunder.

     IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the
first  date  written  above.

"COMPANY"                              "STOCKHOLDER"

COLONY  ENERGY,  INC.


By:_________________________________
____________________________________
Kent  E.  Lovelace,  Jr.,  President   Name:_______________________________
Address:     2100  West  Loop  South,
             Suite  900                Address:________________________
Houston,  Texas 77027                          ________________________