WARRANT AGREEMENT  ("Agreement"),  dated as of ______, 2005 by
and between Strata Oil & Gas Inc., a corporation  incorporated under the laws of
Canada (the "Company"), and ___________  ("Warrantholder").  Certain capitalized
terms used herein are defined in Section 14 hereof.

                  In   consideration   of   the   mutual   terms,    conditions,
representations,  warranties and agreements herein set forth, and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto hereby agree as follows:

Section 1.        Issuance of Warrants.

                  The Company hereby issues and grants to Warrantholder  _______
Class B Warrants  ("Warrants")  to purchase  ______ Common shares of the Company
(the "Common Shares").  Commencing on ________,  20__, the second anniversary of
the date hereof,  or such earlier date as  determined by the Company in its sole
and absolute discretion (the "Warrant Commencement Date"), and terminating three
years  thereafter  (the "Warrant  Expiration  Date"),  the holder shall have the
right,  subject to the  satisfaction  of the conditions to exercise set forth in
Section 7 of this Agreement, to purchase ______ Common Shares (the Common Shares
issuable upon exercise of the Warrants being collectively  referred to herein as
the "Warrant  Shares") at an exercise  price of USD$2.00 per Warrant  Share (the
"Exercise  Price").  The number of Warrant  Shares  issuable on exercise of each
Warrant and the Exercise Price are all subject to adjustment pursuant to Section
8 of this Agreement.  Notwithstanding, the Company may, in its sole and absolute
discretion, reduce the Exercise Price.

Section 2.        Form of Warrant Certificates.

                  Promptly after the execution and delivery of this Agreement by
the parties  hereto,  the Company  shall cause to be executed  and  delivered to
Warrantholder  one or more  certificates  evidencing  the Warrants (the "Warrant
Certificates").   Each  Warrant   Certificate   delivered   hereunder  shall  be
substantially  in the form set forth in Exhibit A  attached  hereto and may have
such letters,  numbers or other identification  marks and legends,  summaries or
endorsements  printed  thereon as the Company may deem  appropriate and that are
not  inconsistent  with the terms of this  Agreement  or as may be  required  by
applicable law, rule or regulation.  Each Warrant Certificate shall be dated the
date of execution by the Company.

Section 3.        Execution of Warrant Certificates.

                  Each Warrant  Certificate  delivered hereunder shall be signed
on behalf of the Company by its Chairman of the Board,  Chief Executive Officer,
President  or a Vice  President.  Each  such  signature  may be in the form of a
facsimile  thereof and may be imprinted or otherwise  reproduced  on the Warrant
Certificates.

                  If  any   officer  of  the  Company  who  signed  any  Warrant
Certificate  ceases  to  be  an  officer  of  the  Company  before  the  Warrant
Certificate  so signed shall have been  delivered  by the Company,  such Warrant
Certificate  nevertheless  may be delivered as though such person had not ceased
to be such officer of the Company.

Section 4.        Registration.

                  Warrant  Certificates shall be issued in registered form only.
The Company  will keep or cause to be kept books for  registration  of ownership
and transfer of each Warrant Certificate issued pursuant to this Agreement. Each
Warrant  Certificate  issued pursuant to this Agreement shall be numbered by the
Company and shall be registered by the Company in the name of the holder thereof
(initially  the  Warrantholder).  The Company may deem and treat the  registered
holder of any Warrant Certificate as the absolute owner thereof (notwithstanding
any  notation of  ownership  or other  writing  thereon  made by anyone) for the
purpose of any  exercise  thereof  and for all other  purposes,  and the Company
shall not be affected by any notice to the contrary.

Section 5.        No Transfers.

A.  Restrictions  on Transfer.  No Warrant may be sold,  pledged,  hypothecated,
assigned, conveyed, transferred or otherwise disposed of.

B. Cancellation. Warrant Certificates surrendered for exchange shall be canceled
by the Company.

Section 6.        Mutilated or Missing Warrant Certificates.

                  If any  Warrant  Certificate  is  mutilated,  lost,  stolen or
destroyed,  the Company  shall issue,  upon  surrender and  cancellation  of any
mutilated  Warrant  Certificate,  or in lieu of and  substitution  for any lost,
stolen or destroyed Warrant Certificate, a new Warrant Certificate of like tenor
and representing an equal number of Warrants.  In the case of a lost,  stolen or
destroyed Warrant Certificate,  a new Warrant Certificate shall be issued by the
Company only upon the Company's receipt of reasonably  satisfactory  evidence of
such  loss,  theft or  destruction  and,  if  requested,  an  indemnity  or bond
reasonably satisfactory to the Company.

Section 7.        Exercise of Warrants.

A.  Exercise.  Subject to the terms and  conditions set forth in this Section 7,
Warrants  may be  exercised,  in whole or in part (but not as to any  fractional
part of a  Warrant),  at any time or from time to time on and after the  Warrant
Commencement  Date and on or prior to 5:00 p.m.,  Vancouver time, on the Warrant
Expiration Date.

                  The Warrant shall be exercisable only on and after the Warrant
Commencement Date. If the Company determines in its sole and absolute discretion
to accelerate  the date that this Warrant first  becomes  exercisable  to a date
which is earlier than the third anniversary date of the date hereof, the Company
shall send notice to the Warrantholder prior to the date thereof.

                  In order to exercise any Warrant,  Warrantholder shall deliver
to the  Company at its office  referred  to in Section 15 the  following:  (i) a
written  notice in the form of the Election to Purchase  appearing at the end of
the  form  of  Warrant  Certificate   attached  as  Exhibit  A  hereto  of  such
Warrantholder's  election to exercise the  Warrants,  which notice shall specify
the number of such  Warrantholder's  Warrants being exercised;  (ii) the Warrant
Certificate or Warrant Certificates evidencing the Warrants being exercised; and
(iii) payment of the aggregate Exercise Price.

                  All rights of  Warrantholder  with respect to any Warrant that
has not been exercised, on or prior to 5:00 p.m., Vancouver time, on the Warrant
Expiration Date shall immediately cease and such Warrants shall be automatically
cancelled and void.

B.  Payment of Exercise  Price.  Payment of the  Exercise  Price with respect to
Warrants being  exercised  hereunder may, at the election of  Warrantholder,  be
made as follows:  (i) by the payment to the Company,  in cash,  by check or wire
transfer,  of an amount equal to the Exercise Price  multiplied by the number of
Warrants  then being  exercised;  or (ii) by  surrendering  to the  Company  for
cancellation  Warrant  Certificates  evidencing  Warrants to acquire a number of
Warrant Shares equal to (x) the aggregate Exercise Price divided by (y) the fair
market value of one Warrant Share (a "cashless exercise").

                  If a Warrantholder  elects a cashless exercise,  the number of
Warrant  Shares to be  issued  to  Warrantholder  upon  such  exercise  shall be
computed using the following formula:

 X =      Y(A-B)
              A

 X =      the number of Warrant Shares to be issued to Warrantholder

 Y =      the number of Warrant Shares underlying the Warrants being exercised

 A =      the fair market value of one Warrant Share

 B =      the Exercise Price

(a) As used herein, the "fair market value of one Warrant Share" means an amount
equal to the  number of shares of Common  Stock  into  which a Warrant  Share is
convertible  times the  average,  over the 5  trading-day  period  ending on the
trading day which is two  trading  days prior to the date of  surrender,  of the
closing  sales prices (or, if on any day there is no closing  sales  price,  the
average  of the  highest  bid and  lowest  asked  price)  in the  United  States
Over-the-Counter  Bulletin Board as reported by the National  Quotation  Bureau,
Incorporated, or any similar successor organization.

                  (b)      For the purpose of this section,  the "closing" shall
                           mean 4:00 p.m., New York City time.

C. Payment of Taxes.  The Company  shall be  responsible  for paying any and all
issue,  documentary,  stamp or other taxes that may be payable in respect of any
issuance or delivery of Warrant Shares on exercise of a Warrant.

D. Delivery of Warrant Shares.  Upon receipt of the items referred to in Section
7A, the Company shall, as promptly as practicable, and in any event within three
(3) Business  Days  thereafter,  execute and deliver or cause to be executed and
delivered,  to or upon the written  order of  Warrantholder,  and in the name of
Warrantholder  or  Warrantholder's   designee,  a  stock  certificate  or  stock
certificates  representing the number of Warrant Shares to be issued on exercise
of the Warrant(s).  The  certificates  issued to  Warrantholder  or its designee
shall  bear any  restrictive  legend  required  under  applicable  law,  rule or
regulation.  The  stock  certificate  or  certificates  so  delivered  shall  be
registered  in the  name  of  Warrantholder  or such  other  name  as  shall  be
designated in said notice.  A Warrant shall be deemed to have been exercised and
such  stock  certificate  or stock  certificates  shall be  deemed  to have been
issued,  and such holder or any other Person so  designated  to be named therein
shall be  deemed  to have  become a holder  of  record  of such  shares  for all
purposes,  as of the  date  that  such  notice,  together  with  payment  of the
aggregate  Exercise Price and the Warrant  Certificate  or Warrant  Certificates
evidencing  the  Warrants  to be  exercised,  is  received  by  the  Company  as
aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in
part,  the Company  shall,  at the time of  delivery of the stock  certificates,
deliver to the holder thereof a new Warrant Certificate  evidencing the Warrants
that were not exercised or surrendered,  which shall in all respects (other than
as to the number of  Warrants  evidenced  thereby) be  identical  to the Warrant
Certificate being exercised.  Any Warrant Certificates surrendered upon exercise
of Warrants shall be canceled by the Company.

Section           8.  Adjustment  of  Number of  Warrant  Shares  Issuable  Upon
                  Exercise of a Warrant and Adjustment of Exercise Price.

A. Adjustment for Stock Splits, Stock Dividends,  Recapitalizations.  The number
of Warrant Shares  issuable upon exercise of each Warrant and the Exercise Price
shall each be  proportionately  adjusted  to reflect any stock  dividend,  stock
split, reverse stock split, recapitalization or the like affecting the number of
outstanding shares of Common Stock that occurs after the date hereof.

B.  Adjustments for  Reorganization,  Consolidation,  Merger.  If after the date
hereof, the Company (or any other entity, the stock or other securities of which
are at the time receivable on the exercise of the Warrants),  consolidates  with
or merges into another entity or conveys all or substantially  all of its assets
to another entity,  then, in each such case,  Warrantholder,  upon any permitted
exercise  of a  Warrant  (as  provided  in  Section  7),  at any time  after the
consummation of such reorganization,  consolidation, merger or conveyance, shall
be entitled to receive,  in lieu of the stock or other  securities  and property
receivable  upon the  exercise of the Warrant  prior to such  consummation,  the
stock or other  securities  or property to which such  Warrantholder  would have
been  entitled  upon the  consummation  of such  reorganization,  consolidation,
merger or conveyance if such Warrantholder had exercised the Warrant immediately
prior thereto,  all subject to further adjustment as provided in this Section 8.
The successor or purchasing  entity in any such  reorganization,  consolidation,
merger or conveyance  (if other than the Company) shall duly execute and deliver
to Warrantholder a written acknowledgment of such entity's obligations under the
Warrants and this Agreement.

C. Notice of Certain Events.

                  Upon the occurrence of any event resulting in an adjustment in
the  number  of  Warrant  Shares  (or other  stock or  securities  or  property)
receivable upon the exercise of the Warrants or the Exercise Price,  the Company
shall  promptly  thereafter (i) compute such  adjustment in accordance  with the
terms of the Warrants,  (ii) prepare a certificate setting forth such adjustment
and showing in detail the facts upon which such  adjustment is based,  and (iii)
mail copies of such certificate to Warrantholder.

D. Adjustment to the Exercise Price.

                  The  Company  has  the  right,   in  its  sole  and   absolute
discretion,  to reduce the  Exercise  Price.  Upon any such  determination,  the
Company shall notice to the Warrantholder thereof.

Section 9.        Reservation of Shares.

                  The Company  shall at all times  reserve  and keep  available,
free from preemptive rights, out of the aggregate of its authorized but unissued
Common Shares the aggregate  number of the Warrant Shares  deliverable  upon the
exercise of all outstanding Warrants,  for the purpose of enabling it to satisfy
any obligation to issue the Warrant Shares upon the due and punctual exercise of
the Warrants, through 5:00 p.m., Vancouver time, on the Warrant Expiration Date.

Section 10        No Impairment.

                  The  Company  shall  not,  by  amendment  of its  Articles  of
Incorporation  or bylaws,  or  through  reorganization,  consolidation,  merger,
dissolution,  issuance  or  sale of  securities,  sale of  assets  or any  other
voluntary action, willfully avoid or seek to avoid the observance or performance
of any of the terms of the Warrants or this Agreement, and shall at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate  in order to protect the rights
of  Warrantholder  under  the  Warrants  and  this  Agreement  against  wrongful
impairment.  Without limiting the generality of the foregoing, the Company shall
take all actions that are necessary or appropriate in order that the Company may
validly and legally issue fully paid and  nonassessable  Warrant Shares upon the
exercise of the Warrants.

Section 11        Representations and Warranties of Warrantholder.

         Warrantholder  represents and warrants to the Company that, on the date
hereof and on the date the  Warrantholder  exercises the Warrant pursuant to the
terms of this Agreement:

(i)  Warrantholder  is not a U.S.  person as defined in Regulation S promulgated
under the Securities Act.

(ii) Warrantholder understands that the Warrants and the Warrant Shares have not
been registered under the Securities Act and acknowledges  that the Warrants and
the  Warrant  Shares  must be held  indefinitely  unless  they are  subsequently
registered  under the  Securities  Act or an  exemption  from such  registration
becomes available.

(iii)  Warrantholder is acquiring the Warrants for  Warrantholder's  own account
for  investment  and not with a view to,  or for sale in  connection  with,  any
distribution thereof.

                           (iv)   All   the   representations    made   by   the
Warrantholder on the date hereof in the
Subscription  Agreement between the Company and the Warrantholder  shall be true
and correct as of the date the Warrantholder exercises the Warrant.

Section 12        No Rights or Liabilities as Stockholder.

                  No  holder,  as  such,  of any  Warrant  Certificate  shall be
entitled to vote,  receive  dividends  or be deemed the holder of Common  Shares
which may at any time be issuable on the  exercise of the  Warrants  represented
thereby for any purpose whatever,  nor shall anything contained herein or in any
Warrant  Certificate  be  construed  to confer  upon the  holder of any  Warrant
Certificate,  as such,  any of the rights of a shareholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action  (whether  upon  any  recapitalization,   issuance  of  stock,
reclassification  of  stock,  change  of par  value or change of stock to no par
value, consolidation,  merger, conveyance or otherwise), or to receive notice of
meetings  or other  actions  affecting  stockholders  or to receive  dividend or
subscription  rights,  or otherwise,  until such Warrant  Certificate shall have
been  exercised in  accordance  with the  provisions  hereof and the receipt and
collection  of the  Exercise  Price  and any  other  amounts  payable  upon such
exercise by the Company.  No  provision  hereof,  in the absence of  affirmative
action by  Warrantholder  to  purchase  Warrant  Shares  shall  give rise to any
liability  of such  holder for the  Exercise  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

Section 13        Fractional Interests.

                  The Company shall not be required to issue  fractional  shares
of Common Stock upon exercise of the Warrants or to distribute certificates that
evidence  fractional  shares of Common Stock. If any fraction of a Warrant Share
would, except for the provisions of this Section 13, be issuable on the exercise
of a Warrant,  the number of Warrant Shares to be issued by the Company shall be
rounded to the nearest whole number, with one-half or greater being rounded up.

Section 14        Definitions.

                  Unless the context  otherwise  requires,  the terms defined in
this  Section 14,  whenever  used in this  Agreement  shall have the  respective
meanings hereinafter  specified and words in the singular or in the plural shall
each include the singular and the plural and the use of any gender shall include
all genders.

                   "Business   Day"  shall   mean  any  day  on  which   banking
institutions are generally open for business in Vancouver.

                  "Common Shares" means the Common shares of the Company.

                  "Exercise Price" shall be the price per Warrant Share at which
Warrantholder  is  entitled  to purchase  Warrant  Shares  upon  exercise of any
Warrant  determined  in  accordance  with Section 7 and subject to adjustment as
provided in Sections 8 and 16 hereof.

                  "Person" shall mean any corporation, association, partnership,
joint  venture,  trust,  organization,   business,  individual,   government  or
political subdivision thereof or governmental body.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  or any  similar  federal  statute  as at the time in  effect,  and any
reference to a particular  section of such Act shall  include a reference to the
comparable section, if any, of such successor federal statute.

Section 15        Notices.

                  All   notices,   consents,    requests,   waivers   or   other
communications  required or  permitted  under this  Agreement  (each a "Notice")
shall be in writing and shall be sufficiently  given (a) if hand delivered,  (b)
if sent by nationally recognized overnight courier, or (c) if sent by registered
or certified  mail,  postage  prepaid,  return receipt  requested,  addressed as
follows:

                           if to the Company:

                           Strata Oil & Gas Inc.
                           918 16th Avenue NW, Suite 408
                           Calgary, Alberta, Canada, T2M O3K
                           Attn:  President


        if to Warrantholder to its address in the Subscription Agreement.


or such other  address as shall be furnished  by any of the parties  hereto in a
Notice. Any Notice shall be deemed given upon receipt.

Section  16  Supplements,  Amendments  and  Waivers;  Unilateral  Changes by the
Company.

                  This  Agreement  may be  supplemented  or  amended  only  by a
subsequent  writing signed by each of the parties hereto (or their successors or
permitted  assigns),  and any  provision  hereof may be waived only by a written
instrument signed by the party charged therewith.

                  The  Company  shall have the right,  in its sole and  absolute
discretion,  to (i) accelerate the exercise date of this Warrant to a date which
is prior to the third  anniversary  of the date  hereof  and/or  (ii) reduce the
Exercise Price. If the Company  exercises its right hereunder,  it shall provide
notice thereof to the Warrantholder.

Section 17        Successors and Assigns.

                  Except as otherwise  provided  herein,  the provisions of this
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the successors and permitted  assigns of the parties hereto.  Warrants issued
under this  Agreement may be assigned by  Warrantholder  only to the extent such
assignment  satisfies the  restrictions on transfer set forth in this Agreement;
any  attempted  assignment of Warrants in violation of the terms hereof shall be
void AB INITIO.

Section 18        Termination.

                  This  Agreement  (other than  Sections 7C, 11, and Sections 15
through 26, inclusive,  and all related definitions,  all of which shall survive
such termination)  shall terminate on the earlier of (i) the Warrant  Expiration
Date and (ii) the date on which all Warrants have been exercised.

Section 19        Governing Law; Jurisdiction.

                  A. Governing Law. This Agreement and each Warrant  Certificate
                  issued  hereunder  shall  be  governed  by  and  construed  in
                  accordance  with the laws of the province of British  Columbia
                  and the federal laws of Canada applicable herein.

B. Submission to Jurisdiction.  Each party to this Agreement hereby  irrevocably
and unconditionally submits, for itself and its property, to the jurisdiction of
the province of British Columbia,  and any appellate court from any thereof,  in
respect of actions  brought  against it as a defendant,  in any action,  suit or
proceeding  arising  out  of or  relating  to  this  Agreement  or  the  Warrant
Certificates  and Warrants to be issued pursuant  hereto,  or for recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees that all claims in respect of any such action, suit
or proceeding  may be heard and  determined in such courts.  Each of the parties
hereto agrees that a final judgment in any such action, suit or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

C. Venue.  Each party hereto  irrevocably  and  unconditionally  waives,  to the
fullest extent it may legally and  effectively do so, any objection which it may
now or hereafter  have to the laying of venue of any action,  suit or proceeding
arising out of or relating to this Agreement,  or the Warrant  Certificates  and
Warrants to be issued pursuant hereto, in any court referred to in Subsection B.
Each of the parties hereby  irrevocably  waives, to the fullest extent permitted
by law, the defense of an inconvenient  forum to the maintenance of such action,
suit  proceeding in any such court and waives any other right to which it may be
entitled on account of its place of residence or domicile.

Section 20        Third Party Beneficiaries.

                  Each party  intends that this  Agreement  shall not benefit or
create any right or cause of action in or on behalf of any Person other than the
parties hereto and their successors and permitted assigns.

Section 21        Headings.

                  The headings in this  Agreement are for  convenience  only and
shall not affect the construction or interpretation of this Agreement.

Section 22        Entire Agreement.

                  This  Agreement,  together with the Warrant  Certificates  and
Exhibits, constitutes the entire agreement and understanding between the parties
hereto with respect to the subject  matter hereof and shall  supersede any prior
agreements  and  understandings  between the parties hereto with respect to such
subject matter.

Section 23        Expenses.

                  Each of the  parties  hereto  shall pay its own  expenses  and
costs incurred or to be incurred in  negotiating,  closing and carrying out this
Agreement and in consummating the transactions  contemplated  herein,  except as
otherwise expressly provided for herein.

Section 24        Neutral Construction.

                  The parties to this  Agreement  agree that this  Agreement was
negotiated  fairly between them at arm's length and that the final terms of this
Agreement are the product of the parties'  negotiations.  Each party  represents
and warrants  that it has sought and received  legal counsel of its own choosing
with regard to the  contents of this  Agreement  and the rights and  obligations
affected  hereby.  The parties agree that this Agreement shall be deemed to have
been  jointly and  equally  drafting by them,  and that the  provisions  of this
Agreement  therefore  should not be construed  against a party or parties on the
grounds  that such party or  parties  drafted  or was more  responsible  for the
drafting of any such provision(s).

Section 25        Representations and Warranties.

                  The   Company   hereby   represents   and   warrants   to  the
Warrantholder that:

(a) the Company has all requisite  corporate  power and authority to (i) execute
and deliver this  Agreement  and (ii) issue and sell the Common  Shares upon the
exercise  of the  Warrants  and  carry out  provisions  of this  Agreement.  All
corporate  action  on the  part  of the  Company,  its  officers  and  directors
necessary for the authorization,  execution and delivery of this Agreement,  the
performance of all obligations of the Company  hereunder,  and the authorization
(or reservation for issuance), sale and issuance of the Common Shares to be sold
hereunder has been taken or will be taken prior to the date hereof;

(b) this  Agreement  constitutes a valid and legally  binding  obligation of the
Company,  enforceable  in  accordance  with its terms,  except (i) as limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
relating to application affecting enforcement of creditor's rights generally and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief of other equitable remedies;

(c) the Common  Shares  issuable  upon the exercise of the Warrants when issued,
sold and  delivered  in  accordance  with the  terms of this  Agreement  for the
consideration  expressed herein, will be duly and validly issued, fully paid and
non-assessable  and  will  be free  of  restrictions  on  transfer,  other  than
restrictions  on  transfer  under  applicable  provincial,   state  and  federal
securities laws;

(d) subject in part to the truth and accuracy of Warrantholder's representations
set forth in Section 11 of this Agreement,  the offer,  sale and issuance of the
Common Shares issuable upon the exercise of the Warrants as contemplated by this
Agreement are exempt from the  registration  requirements  of the Securities Act
and the  qualification  or registration  requirements of any state securities or
other applicable blue sky laws; and

(e)  the  execution,   delivery  and  performance  of  this  Agreement  and  the
consummation of the transactions contemplated hereby will not result in any such
violation, or be in conflict with or constitute,  with or without the passage of
time and giving of notice, either a default under any such provision or an event
that results in creation of any lien,  charge or encumbrance  upon any assets of
the Company or the suspension,  revocation, impairment, forfeiture or nonremoval
of any material permit,  license,  authorization  or approval  applicable to the
Company, its business or operations or any of its assets or properties.

Section 26        Counterparts.

                  This  Agreement  may  be  executed  in  counterparts   and  by
facsimile  and each such  counterpart  shall for all purposes be deemed to be an
original,  and all such counterparts  shall together  constitute but one and the
same instrument.
                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the day and year first above written.

                                            STRATA OIL & GAS INC.




              By:
                    --------------------------------------------------------
                    Name:
  Title: President




<PAGE>







                                                                       EXHIBIT A

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
         BE SOLD,  ASSIGNED,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF EXCEPT IN
         COMPLIANCE  WITH SUCH ACT AND LAWS. THE SECURITIES  REPRESENTED BY THIS
         CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE
         TRANSFERRED IN ACCORDANCE WITH, A WARRANT  AGREEMENT BETWEEN STRATA OIL
         & GAS  INC.AND  THE  HOLDER  OF  THE  SECURITIES  REPRESENTED  BY  THIS
         CERTIFICATE.  COPIES OF SUCH  AGREEMENT  MAY BE OBTAINED  UPON  WRITTEN
         REQUEST TO THE COMPANY.

NO.                                                 ________ CLASS B WARRANTS
    ----



                                     FORM OF

                           Class B Warrant Certificate


                              STRATA OIL & GAS INC.

                  This Warrant Certificate certifies that _______, a resident of
Canada,   is  the   registered   holder  of  _______   Class  B  Warrants   (the
"Warrantholder")  to purchase Common shares (the "Warrant Shares") of Strata Oil
& Gas Inc. (the  "Company").  Each Warrant  entitles the holder,  subject to the
satisfaction of the conditions to exercise set forth in Section 7 of the Warrant
Agreement  referred to below,  to purchase  from the Company at any time or from
time to time on and after  _______,  20__, or such earlier date as determined by
the  Company in its sole and  absolute  discretion  (the  "Warrant  Commencement
Date") and  terminate  on or prior to 5:00 p.m.,  Vancouver  time,  three  years
thereafter  (the  "Warrant  Expiration  Date") one fully paid and  nonassessable
Warrant  Share at the  Exercise  Price set forth in the Warrant  Agreement.  The
number of Warrant Shares for which each Warrant is exercisable  and the Exercise
Price are subject to adjustment as provided in the Warrant Agreement.

                  The Warrants evidenced by this Warrant Certificate are part of
a duly  authorized  issue of Warrants to purchase  Warrant Shares and are issued
pursuant to a Warrant  Agreement,  dated as of  __________,  2005 (the  "Warrant
Agreement"),  between the Company and ______,  which Warrant Agreement is hereby
incorporated  by reference in and made a part of this  instrument  and is hereby
referred to for a description of the rights, limitation of rights,  obligations,
duties and immunities thereunder of the Company and Warrantholder.

                  Warrantholder  may exercise  vested  Warrants by  surrendering
this Warrant Certificate, with the Election to Purchase attached hereto properly
completed and executed,  together with payment of the aggregate  Exercise Price,
at the offices of the Company specified in Section 15 of the Warrant  Agreement.
If upon any  exercise  of  Warrants  evidenced  hereby  the  number of  Warrants
exercised  shall be less than the total  number of  Warrants  evidenced  hereby,
there  shall be  issued  to the  holder  hereof or its  assignee  a new  Warrant
Certificate evidencing the number of Warrants not exercised.

                  This Warrant  Certificate,  when surrendered at the offices of
the Company specified in Section 15 of the Warrant Agreement,  by the registered
holder thereof in person, by legal representative or by attorney duly authorized
in  writing,  may be  exchanged,  in the manner and  subject to the  limitations
provided in the Warrant Agreement, for one or more other Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.

                  Warrantholder  may  transfer  the  Warrants  evidenced by this
Warrant  Certificate,  in whole or in part, only in accordance with Section 5 of
the Warrant Agreement.

                  The Company may deem and treat the registered holder hereof as
the absolute owner of this Warrant Certificate  (notwithstanding any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise  hereof  and for all  other  purposes,  and the  Company  shall  not be
affected by any notice to the contrary.




                  WITNESS the signatures of the duly authorized  officers of the
Company.


Dated:  _________, 2005


                              STRATA OIL & GAS INC.



By:
       -------------------------------------------------------------
                       Name:
                       Title: President



<PAGE>


                                     FORM OF

                              Election to Purchase

                  The  undersigned   hereby   irrevocably   elects  to  exercise
_________ of the Class B Warrants evidenced by the attached Warrant  Certificate
to purchase Warrant Shares, and herewith tenders (or is concurrently  tendering)
payment for such Warrant Shares in an amount  determined in accordance  with the
terms of the Warrant  Agreement.  The  undersigned  requests  that a certificate
representing such Warrant Shares be registered in the name of , whose address is
and that such certificate be delivered to , whose address is . If said number of
Warrants  is  less  than  the  number  of  Warrants  evidenced  by  the  Warrant
Certificate (as calculated pursuant to the Warrant  Agreement),  the undersigned
requests  that a new  Warrant  Certificate  evidencing  the  number of  Warrants
evidenced by this Warrant Certificate that are not being exercised be registered
in the name of , whose address is
 and that such Warrant Certificate be delivered to                     ,
                                                   --------------------
whose address is                                                    .
                 ---------------------------------------------------
           Dated:                                   ,
                   ---------------------------------  -------------

                           Name of holder of Warrant Certificate:
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
                                             (Please Print)

                           Address:   _______________________________________

                                      ---------------------------------------

                           Federal Tax ID No.:  _____________________________



                           Signature:  ______________________________________

                           Note:      The above  signature must  correspond with
                                      the name as written in the first  sentence
                                      of the  attached  Warrant  Certificate  in
                                      every  particular,  without  alteration or
                                      enlargement or any change whatever, and if
                                      the  certificate  evidencing  the  Warrant
                                      Shares   or   any   Warrant    Certificate
                                      representing  Warrants not exercised is to
                                      be registered in a name other than that in
                                      which   this   Warrant    Certificate   is
                                      registered,  the  signature  above must be
                                      guaranteed.


Signature Guaranteed:  _________________________

Dated:                           ,
        -------------------------  ----------------