THESE  WARRANTS  AND  THE  SHARES  OF  COMMON STOCK THAT MAY BE PURCHASED ON THE
EXERCISE  HEREOF  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR ANY STATE SECURITIES LAWS.  THESE WARRANTS AND THE SHARES OF COMMON
STOCK  THAT  MAY  BE PURCHASED ON THE EXERCISE HEREOF ARE BEING OFFERED AND SOLD
FOR  INVESTMENT.  EXCEPT  AS PROVIDED IN SECTION 7(B) HEREOF, THESE WARRANTS MAY
NOT BE TRANSFERRED.  THE SHARES OF COMMON STOCK ISSUED OR ISSUABLE UPON EXERCISE
OF  THESE  WARRANTS  ARE  SUBJECT  TO  THE RESTRICTIONS ON TRANSFER SET FORTH IN
SECTION  4  OF  THIS  WARRANT.

                             COLONY  ENERGY,  INC.

                        WARRANTS  FOR  THE  PURCHASE  OF
                         SHARES  OF  COMMON  STOCK  OF
                             COLONY  ENERGY,  INC.
                          (A  DELAWARE  CORPORATION)

                VOID  AFTER  5:00  P.M.,  CENTRAL  STANDARD  TIME,
                          ON  SEPTEMBER  28,  2012

     Colony  Energy,  Inc.,  a  Delaware  corporation  (the  "Company")  hereby
certifies  that  Westside Resources, L.P., (together with his permitted assigns,
the  "Registered  Holder"),  is  the holder of 268,271 of the Company's Warrants
(singly,  a  "Warrant,"  and  collectively,  the "Warrants") thus entitling him,
subject  to the terms set forth below, to purchase from the Company, at any time
or  from  time to time on or after September 28, 2007 and on or before September
28,  2012  at  not  later  than  5:00 p.m. (Central Standard Time), one share of
Common  Stock  of  the  Company  ("Common Stock") for each Warrant at a purchase
price  of  $.50  per share.  The number of shares purchasable upon exercise of a
Warrant,  and  the  purchase price per share, each as adjusted from time to time
pursuant to the provisions of this Warrant Certificate, are hereinafter referred
to  as  the  "Warrant  Stock"  and  the  "Purchase  Price",  respectively.

1.     Period  of  Exercise.

     (a)     This Warrant Certificate may be exercised by the Registered Holder,
in whole or in part, by surrendering this Warrant Certificate, with the purchase
form  appended  hereto  as Exhibit A duly executed by such Registered Holder, at
the  principal  office  of the Company, or at such other office or agency as the
Company  may  designate,  accompanied  by  payment in full, by bank or certified
check  in  lawful  money  of the United States, of the Purchase Price payable in
respect  of  the number of shares of Warrant Stock purchased upon such exercise.

     (b)     Each  exercise  of  a Warrant shall be deemed to have been effected
immediately  prior  to  the  close  of business on the day on which this Warrant
Certificate shall have been surrendered to the Company as provided in subsection
1(a)  above.  At  such  time,  the  person or persons in whose name or names any
certificates  for Warrant Stock shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the holder or holders of
record  of  the  Warrant  Stock  represented  by  such  certificates.

     (c)     As  soon as practicable after the exercise of a Warrant, and in any
event within ten (10) days thereafter, the Company at its expense shall cause to
be  issued  in the name of, and delivered to, the Registered Holder, or, subject
to  the  terms  and conditions hereof, as the Registered Holder (upon payment by
the  Registered  Holder  of  any  applicable  transfer  taxes)  may  direct:

          (i)     a certificate or certificates for the number of full shares of
Warrant  Stock  to  which  such  Registered  Holder  shall be entitled upon such
exercise  plus,  in lieu of any fractional share to which such Registered Holder
would  otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof,  and

          (ii)     in  case  such  exercise  is  in  part only, a new warrant or
warrants  (dated the date hereof) of like tenor, calling in the aggregate on the
face  or  faces thereof for the number of shares of Warrant Stock equal (without
giving effect to any adjustment therein) to the number of such shares called for
on  the  face  of  this  Warrant  Certificate  minus  the  number of such shares
purchased  by the Registered Holder upon such exercise as provided in subsection
1(a)  above.

2.     Adjustments.

     (a)     If  the  outstanding  shares of the Company's Common Stock shall be
subdivided  into  a greater number of shares or a dividend in Common Stock shall
be  paid  in  respect  of Common Stock, the Purchase Price in effect immediately
prior  to  such  subdivision  or  at  the  record  date  of  such dividend shall
simultaneously  with  the effectiveness of such subdivision or immediately after
the record date of such dividend be proportionately reduced.  If the outstanding
shares  of  Common  Stock shall be combined into a smaller number of shares, the
Purchase  Price  in  effect  immediately  prior  to  such  combination  shall,
simultaneously  with  the  effectiveness of such combination, be proportionately
increased.  When  any  adjustment  is required to be made in the Purchase Price,
the number of shares of Warrant Stock purchasable upon the exercise of a Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number  of  shares  issuable upon the exercise of a Warrant immediately prior to
such adjustment, multiplied by the Purchase Price in effect immediately prior to
such  adjustment,  by  (ii)  the Purchase Price in effect immediately after such
adjustment.

     (b)     If there shall occur any capital reorganization or reclassification
of the Company's Common Stock (other than a change in par value or a subdivision
or  combination  as provided for in subsection 2(a) above), or any consolidation
or  merger of the Company with or into another corporation, or a transfer of all
or  substantially  all  of  the  assets  of  the  Company,  or  the payment of a
liquidating  distribution  then,  as  part  of  any  such  reorganization,
reclassification,  consolidation,  merger,  sale  or  liquidating  distribution,
lawful  provision  shall  be  made so that the Registered Holder of this Warrant
Certificate  shall have the right thereafter to receive upon the exercise hereof
(to  the  extent,  if  any,  still exercisable) the kind and amount of shares of
stock  or  other  securities or property which such Registered Holder would have
been  entitled  to  receive  if,  immediately  prior to any such reorganization,
reclassification,  consolidation,  merger,  sale or liquidating distribution, as
the  case may be, such Registered Holder had held the number of shares of Common
Stock  which  were then purchasable upon the exercise of a Warrant.  In any such
case, appropriate adjustment (as reasonably determined by the Board of Directors
of  the  Company)  shall  be made in the application of the provisions set forth
herein  with  respect  to  the rights and interests thereafter of the Registered
Holder  of  this  Warrant Certificate such that the provisions set forth in this
Section  2  (including  provisions  with  respect  to adjustment of the Purchase
Price)  shall  thereafter be applicable, as nearly as is reasonably practicable,
in  relation  to  any shares of stock or other securities or property thereafter
deliverable  upon  the  exercise  of  a  Warrant.

     (c)     In  any  case  in  which  this  Section  2  shall  require that any
adjustment  in the number of shares of Warrant Stock or other property for which
a Warrant may be exercised be made effective as of a record date for a specified
event, the Company may elect to defer until the occurrence of such event issuing
to the Registered Holder the amount of Warrant Stock and other property, if any,
issuable  upon  exercise  of  a  Warrant after such record date that is over and
above  the Warrant Stock and other property, if any, issuable upon exercise of a
Warrant  as  in  effect prior to such adjustment; provided that upon request the
Company  shall  deliver to the Registered Holder a due bill or other appropriate
instrument  evidencing  the Registered Holder's right to receive such additional
shares  or  property upon the occurrence of the event requiring such adjustment.

     (d)     When  any  adjustment is required to be made in the Purchase Price,
the  Company  shall promptly mail to the Registered Holder a certificate setting
forth  the  Purchase  Price  after  such  adjustment  and  setting forth a brief
statement  of  the facts requiring such adjustment.  Such certificate shall also
set forth the kind and amount of stock or other securities or property for which
a  Warrant  shall  be  exercisable following the occurrence of any of the events
specified  in  subsection  2(a)  or  2(b)  above.

3.     Fractional  Shares.

     The  Company  shall not be required upon the exercise of a Warrant to issue
any  fractional  shares,  but  shall  make an adjustment therefor in cash on the
basis of the mean between the low bid and high asked prices of the Warrant Stock
on the OTC Bulletin Board, or the mean between the low bid and high asked prices
of  the Warrant Stock on the over-the-counter market as reported by the National
Association  of Securities Dealers Automated Quotations ("NASDAQ") System or the
closing  market  price of the Warrant Stock on a national securities exchange on
the  trading  day  immediately  prior  to  the  date  of  exercise, whichever is
applicable, or if none is applicable, then on the basis of the then market value
of the Warrant Stock as shall be reasonably determined by the Board of Directors
of  the  Company.

4.     Limitation  on  Sales.

     (a)     The  Registered  Holder, and each subsequent holder of this Warrant
Certificate,  if  any, acknowledges that the Warrants and the Warrant Stock have
not  been  registered  under  the  Securities  Act  of  1933, as now in force or
hereafter  amended,  or any successor legislation (the "Act"), and agrees not to
sell,  pledge,  distribute, offer for sale, transfer or otherwise dispose of any
of  the Warrants or the Warrant Stock issued upon its exercise in the absence of
(i)  an  effective  registration statement under the Act as to a Warrant or such
Warrant  Stock  and  registration  or qualification of a Warrant or such Warrant
Stock  under  any applicable blue sky or state securities law then in effect, or
(ii)  an opinion of counsel, satisfactory to the Company, that such registration
and  qualification  are  not  required.  Without  limiting the generality of the
foregoing,  unless  the offering and sale of the Warrant Stock to be issued upon
the  particular  exercise  of  a  Warrant shall have been effectively registered
under  the  Act, the Company shall be under no obligation to issue the shares or
warrants  covered  by such exercise unless and until the Registered Holder shall
have  executed  an  investment  letter in form and substance satisfactory to the
Company,  including a warranty at the time of such exercise that he is acquiring
such  shares or warrants for his own account, for investment and not with a view
to,  or  for  sale  in  connection  with, the distribution of any such shares or
warrants,  in which event the Registered Holder shall be bound by the provisions
of a legend to such effect on the certificate(s) representing the Warrant Stock.
In  addition,  without limiting the generality of the foregoing, the Company may
delay  issuance of the Warrant Stock until completion of any action or obtaining
of  any  consent,  which  the  Company believes necessary or advisable under any
applicable  law  (including  without  limitation  state securities or "blue sky"
laws).

     (b)     The  Registered  Holder  agrees,  and  each other holder of Warrant
Stock  agrees,  if  requested  by  the  Company and/or the representative of the
underwriters  underwriting  an  offering of Common Stock (or other securities of
the  Company) from time to time, not to sell or otherwise transfer or dispose of
any  Warrant  Stock  then held by the Registered Holder and/or such other holder
during  such  period  of  time  following the effective date of any registration
statement of the Company filed under the Act for the period of time with respect
to  which  a majority of the executive officers of the Company agree not to sell
shares  of  Common  Stock  (or other securities of the Company).  Such agreement
shall  be  in  writing  in  a  form  satisfactory  to  the  Company  and  such
representative.  The  Company may impose stop-transfer instructions with respect
to  the Warrant Stock subject to the foregoing restriction until the end of such
period.

5.     Reservation  of  Stock.

     The  Company  shall  at  all  times  reserve and keep available, solely for
issuance  and  delivery  upon  the exercise of a Warrant, such shares of Warrant
Stock  and  other  stock, securities and property, as from time to time shall be
issuable  upon  the  exercise  of  a  Warrant.

6.     Replacement  of  Warrant  Certificates.

     Upon  receipt  of  evidence  reasonably  satisfactory to the Company of the
loss,  theft,  destruction or mutilation of this Warrant Certificate and (in the
case  of  loss,  theft  or  destruction) upon delivery of an indemnity agreement
(with surety if reasonably required) in an amount reasonably satisfactory to the
Company,  or (in the case of mutilation) upon surrender and cancellation of this
Warrant  Certificate,  the  Company  shall issue, in lieu thereof, a new Warrant
Certificate  of  like  tenor.

7.     Transfers.  etc.

     Subject  to  Section  4  above:

     (a)     The  Company  shall  maintain  a  register containing the names and
addresses of the Registered Holders of this Warrant Certificate.  The Registered
Holder may change his address as shown on the warrant register by written notice
to  the  Company  requesting  such  change.

     (b)     This  Warrant  Certificate  shall  not  be  transferable  by  the
Registered  Holder  and  shall  be  exercisable  only  by the Registered Holder;
provided  that  this  Warrant  Certificate  may  be  transferred  to, and may be
exercisable  by,  provided  that  this Warrant may be transferred to, and may be
exercisable  by,  the  Registered  Holder's  spouse,  the  Registered  Holder's
naturally  born  or  legally  adopted  heirs  or their issue, or a trust for the
benefit of any of the foregoing persons, or to and by any family planning entity
herebefore  or  hereafter established by the Registered Holder or any company or
entity  that  directly,  or  indirectly  through  one or more intermediaries, is
controlled  by, or is under common control with, the Registered Holder.  Subject
to  the  foregoing,  this  Warrant Certificate shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process without the prior written
consent  of  the  Company.  Any  attempted  transfer,  assignment,  pledge,
hypothecation  or other disposition of this Warrant Certificate or of any rights
granted  hereunder  contrary to the provisions of this Section 7, or the levy of
any  attachment or similar process upon this Warrant Certificate or such rights,
shall  be  null  and  void.

      (c)     Until  any  transfer  of  this  Warrant Certificate is made in the
warrant  register,  the  Company may treat the Registered Holder of this Warrant
Certificate  as  the  absolute owner hereof for all purposes; provided, however,
that  if  and  when  this Warrant Certificate is properly assigned in blank, the
Company  may  (but  shall  not  be  obligated to) treat the bearer hereof as the
absolute  owner  hereof  for  all  purposes,  notwithstanding  any notice to the
contrary.

8.     Mailing  of  Notices,  etc.

     All  notices  and  other  communications from the Company to the Registered
Holder  of  this  Warrant shall be mailed by first-class certified or registered
mail, postage prepaid, to the address furnished to the Company in writing by the
last  Registered  Holder of this Warrant Certificate who shall have furnished an
address  to  the  Company in writing.  All notices and other communications from
the  Registered  Holder of this Warrant Certificate or in connection herewith to
the Company shall be mailed by first-class certified or registered mail, postage
prepaid,  to  the  Company  at  its  offices at 2100 West Loop South, Suite 900,
Houston,  Texas  77027, or such other address as the Company shall so notify the
Registered  Holder.

9.     No  Rights  as  Stockholder.

     Until  the  exercise  of  a  Warrant, the Registered Holder of this Warrant
Certificate  shall  not  have  or  exercise  any  rights  by  virtue hereof as a
stockholder  of  the  Company.

10.     Change  or  Waiver.

     Any  term  of  this Warrant Certificate may be changed or waived only by an
instrument  in  writing  signed  by  the  party against which enforcement of the
change  or  waiver  is  sought.

11.     Headings.

     The headings in this Warrant Certificate are for purposes of reference only
and  shall  not  limit  or otherwise affect the meaning of any provision of this
Warrant  Certificate.

12.     Governing  Law.

     THIS  WARRANT  CERTIFICATE  WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH  THE  LAWS  OF  THE  STATE  OF  TEXAS.

     IN  WITNESS  WHEREOF,  the  undersigned has set his hand hereunto as of the
28th  day  of  September,  2007.

                              COLONY  ENERGY,  INC.


                              By:________________________________________
                                   Kent  E.  Lovelace,  Jr.,  President

<PAGE>





     EXHIBIT  A

     PURCHASE  FORM

Colony  Energy,  Inc.
2100  West  Loop  South,  Suite  900
Houston,  Texas  77027

Gentlemen:

     The  undersigned  pursuant  to  the  provisions  set  forth in the attached
Warrant  Certificate  hereby  irrevocably elects to purchase _________ shares of
the  Common  Stock  (the "Common Stock") covered by such Warrant Certificate and
herewith  makes  payment of $_____________, representing the full purchase price
for such shares at the price per share provided for in such Warrant Certificate.

     The  undersigned understands and acknowledges the terms and restrictions on
the  right  to transfer or dispose of the Common Stock set forth in Section 4 of
the  attached Warrant Certificate, which the undersigned has carefully reviewed.
The  undersigned  consents to the placing of a legend on his certificate for the
Common  Stock  referring  to  such restrictions and the placing of stop transfer
orders until the Common Stock may be transferred in accordance with the terms of
such  restrictions.



                              By:_________________________________

                              Name:______________________________

                              Title:_______________________________

                              Dated:______________________________