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Exhibit 4.15  


THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER'S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.  


  
 

    WARREN RESOURCES, INC.
  
    CLASS B COMMON STOCK PURCHASE WARRANT    
    



        THIS STOCK WARRANT AGREEMENT (the "Agreement") is made and entered into as of the            day of January 2004 by and
between Warren
Resources, Inc., a Delaware corporation (the "Company"), and                        (the "Holder"). 


WITNESSETH: 


        WHEREAS,
pursuant to the Subscription And Registration Rights Agreement dated as of January    , 2004 between the Company and Holder (the "Subscription Agreement"), Holder
agreed to purchase from the Company, and the Company agreed to sell and issue to the Holder, a warrant to purchase shares of the $.0001 par value common stock of the Company ("Common Stock"), said
warrant to be for the number of shares, at the price per share and on the terms set forth in this Agreement; and 


        WHEREAS,
the Holder desires to receive a warrant on the terms and conditions set forth in this Agreement. 


        NOW,
THEREFORE, the parties agree as follows: 


        1.    Grant Of Warrant.    The Company hereby grants to the Holder the right and warrant (the "Warrant") to purchase
all or any part of an aggregate of            shares of the authorized and unissued $.0001 par value common stock of the Company (the "Warrant Shares") pursuant to the terms and conditions
set
forth in this Agreement. 


        2.    Warrant Price.    At any time when shares are to be purchased pursuant to the Warrant, the purchase price for
each Warrant Share shall be $12.50 (the "Warrant Price"), subject to adjustment as provided in this Agreement. 


        3.    Exercise Period.    The period for the exercise of the Warrant shall commence on the date that is one year after
the date of this Agreement and shall terminate at 5:00 p.m., New York, New York time on the fifth anniversary of the date of this Agreement, unless terminated earlier as provided herein. 


        4.    Exercise Of Warrant.    



        (a)   The
Warrant may be exercised in whole or in part by delivering to the Chief Financial Officer or Chief Executive Officer of the Company at the address of the Company's
principal office (i) a Notice And Agreement Of Exercise Of Warrant, substantially in the form attached hereto as Exhibit A, specifying the number of Warrant Shares with respect to which
the Warrant is exercised, and (ii) full payment of the Warrant Price for such shares. Payment shall be made by certified check or cleared funds. The Warrant may not be exercised in part unless
the purchase 






 

price
for the Warrant Shares purchased is at least $100,000 or unless the entire remaining portion of the Warrant is being exercised. 


        (b)   Promptly
upon receipt of the Notice And Agreement Of Exercise Of Warrant together with the full payment of the Warrant Price, the Company shall deliver to the Holder a
properly executed certificate or certificates representing the Warrant Shares being purchased. 




        5.    Withholding Taxes.    The Company may take such steps as it deems necessary or appropriate for the withholding
of any taxes which the Company is required by any law or regulation or any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Warrant
including, but not limited to, the withholding of all or any portion of any payment owed by the Company to the Holder or the withholding of issuance of Warrant Shares to be issued upon the exercise of
the Warrant. 


        6.    Securities Laws Requirements.    The issuance of the Warrant has not been registered under the Securities Act of
1933, as amended (the "1933 Act"), in reliance upon an exemption from registration. In addition, no Warrant Shares shall be issued unless and until, in the opinion of the Company, there has been full
compliance with, or an exemption from, any applicable registration requirements of the 1933 Act, any applicable listing requirements of any securities exchange on which stock of the same class has
been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. The Holder hereby acknowledges, represents, warrants and agrees as follows,
and, pursuant to the terms of the Notice And Agreement Of Exercise Of Warrant (Exhibit A) that shall be delivered to the Company upon each exercise of the Warrant, the Holder shall acknowledge,
represent, warrant and agree as follows: 



        (a)   Holder
is acquiring the Warrant and the Warrant Shares for investment purposes only and the Warrant and the Warrant Shares that Holder is acquiring will be held by
Holder without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions
from registration are available; 


        (b)   Holder's
overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth, and Holder's investment in the Warrant and the
Warrant Shares will not cause such overall commitments to become excessive; 



        (c)   Holder's
financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the Warrant or the Warrant Shares to
satisfy any existing or contemplated undertaking, need or indebtedness; 


        (d)   Holder
has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the
Warrant and the Warrant Shares; 


        (e)   The
address set forth on the signature page to this Agreement is Holder's true and correct residence, and Holder has no present intention of becoming a resident of any
other state or jurisdiction; 


        (f)    Holder
confirms that all documents, records and books pertaining to an investment in the Warrant and the Warrant Shares that have been requested by Holder have been made
available or delivered to the Holder. Without limiting the foregoing, Holder has received and reviewed the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, the Company's Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2003, June 30, 2003, and September 30, 2003, and
the other documents included with the Company's Confidential Private Placement Memorandum dated January 20, 2004, and Holder has had the opportunity to discuss the acquisition of the Warrant
and the Warrant Shares with the Company. Holder also 



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confirms
that it has obtained or been given access to all information concerning the Company that Holder has requested; 


        (g)   Holder
has had the opportunity to ask questions of, and receive the answers from, the officers and directors of the Company concerning the terms of Holder's investment
in the Warrant and the Warrant Shares and to receive additional information necessary to verify the accuracy of the information delivered to Holder, to the extent that the Company possesses such
information or can acquire it without unreasonable effort or expense; 



        (h)   Holder
understands that the Warrant has not been, and the Warrant Shares issuable upon exercise of the Warrant will not be, registered under the 1933 Act or any state
securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or
endorsement of the issuance of the Warrant or the Warrant Shares; 


        (i)    The
Warrant and the Warrant Shares that Holder is acquiring will be solely for Holder's own account, for investment, and are not being purchased with a view to or for
the resale, distribution, subdivision or fractionalization thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; 


        (j)    Holder
acknowledges and is aware of the following: 



          (i)  The
Company has a history of losses. The Warrant and the Warrant Shares constitute a speculative investment and involve a high degree of risk of loss by Holder of
Holder's total investment in the Warrant and the Warrant Shares. 


         (ii)  There
are substantial restrictions on the transferability of the Warrant and the Warrant Shares. The Warrant is not transferable. The Warrant Shares cannot be
transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such
registration is available and established to the satisfaction of the Company; except as set forth in the Subscription Agreement, investors in the Company have no rights to require that the Warrant
Shares be registered; there is no right of presentment of the Warrant Shares and there is no obligation by the Company to repurchase any of the Warrant Shares; and, accordingly, Holder may have to
hold the Warrant Shares indefinitely and it may not be possible for Holder to liquidate Holder's investment in the Company; 



        (iii)  Each
certificate issued representing the Warrant Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those
securities, which legend will read substantially as follows: 




"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH
REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER'S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY." 






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        (k)   The
Holder shall report all sales of Warrant Shares to the Company in writing on a form prescribed by the Company. 




        The
restrictions described above, or notice thereof, may be placed on the certificates representing the Warrant Shares purchased pursuant to the Warrant, and the Company may refuse to
issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur. 


        7.    Adjustment By Stock Split, Stock Dividend, Etc.    If at any time the Company increases or decreases the number
of its outstanding shares of common stock, or changes in any way the rights and privileges of such shares, by means of the payment of a stock dividend or the making of any other distribution on such
shares payable in its common stock, or through a stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization involving its
common stock, the numbers, rights and privileges of the shares of common stock included in the Warrant shall be increased, decreased or changed in like manner as if such shares had been issued and
outstanding, fully paid and nonassessable at the time of such occurrence, and the Warrant Price shall
be correspondingly decreased, increased or otherwise changed. Whenever the number or kind of shares comprising the Warrant Shares or the Warrant Price is adjusted, the Company shall promptly give
written notice and a certificate of the Chief Financial Officer or Chief Executive Officer of the Company to each Holder of record of the outstanding Warrant, stating that such an adjustment has been
effected and setting forth the number and kind of shares purchasable and the amount of the then-current Warrant Price, and stating in reasonable detail the facts requiring such adjustment
and the calculation of such adjustment. 


        8.    Reorganization And Reclassification.    In case of any capital reorganization or any reclassification of the
capital stock of the Company while the Warrant remains outstanding, the Holder of the Warrant shall thereafter be entitled to purchase pursuant to the Warrant (in lieu of the kind and number of shares
of Common Stock comprising Warrant Shares that such Holder would have been entitled to purchase or acquire immediately before such reorganization or reclassification) the kind and number of shares of
stock of any class or classes or other securities or property for or into which such shares of Common Stock would have been exchanged, converted, or reclassified if the Warrant Shares had been
purchased immediately before such reorganization or reclassification. In case of any such reorganization or reclassification, appropriate provision (as determined by resolutions of the Board of
Directors of the Company) shall be made with respect to the rights and interest thereafter of the Holder of the Warrant, to the end that all the provisions of this Warrant Agreement (including
adjustment provisions) shall thereafter be applicable, as nearly as reasonably practicable, in relation to such stock or other securities or property. 


        9.    Common Stock To Be Received Upon Exercise.    Holder understands that (a) the Company is under no
obligation to register the issuance of the Warrant Shares, (b) the Company's obligation to register the resale of the Warrant Shares under the 1933 Act is as set forth in Section 3 of
the Subscription Agreement, and (c) in the absence of any such registration, the Warrant Shares cannot be sold unless they are sold pursuant to an exemption from registration under the 1933
Act. Holder also understands that with respect to Rule 144, routine sales of securities made in reliance upon such Rule can be made only in limited amounts in accordance with the terms and
conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the 1933 Act will be required. Thus, the
Warrant Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. 



        Furthermore,
the Holder fully understands that issuance of the Warrant Shares will not be registered under the Act and that, because the issuance of the Warrant Shares will not be
registered, the Warrant Shares will be issued in reliance upon an exemption which is available only if Holder acquires such shares for investment and not with a view to distribution. Holder is
familiar with the 


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phrase
"acquired for investment and not with a view to distribution" as it relates to the Act and the special meaning given to such term in various releases of the Securities And Exchange Commission. 



        10.    Privilege Of Ownership.    Holder shall not have any of the rights of a stockholder with respect to the shares
covered by the Warrant except to the extent that one or more certificates for such shares shall be delivered to him upon exercise of the Warrant. 


        11.    Relationship To Engagement.    Nothing contained in this Agreement (i) shall confer upon the Holder any
right with respect to continuance of Holder's engagement by, or affiliation with, or relationship to, the Company, or (ii) shall interfere in any way with the right of the Company at any time
to terminate the Holder's engagement by, position or affiliation with, or relationship to, the Company. 


        12.    Notices.    All notices, requests, demands, directions and other communications ("Notices") concerning this
Agreement shall be in writing and shall be mailed or delivered personally or sent by telecopier or facsimile to the applicable party at the address of such party set forth below in this
Section 13. When mailed, each such Notice shall be sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid wrapper, and shall be effective on the fifth
business day after it has been deposited in the mail. When delivered personally, each such Notice shall be effective when delivered to the address for the respective party set forth in this
Section 13, provided that it is delivered on a business day and further provided that it is delivered prior to 5:00 p.m., local time of the party to whom the notice is being delivered,
on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is delivered. When sent by telecopier or facsimile, each such Notice shall be
effective on the day on which it is sent provided that it is sent on a business day and further provided that it is sent prior to 5:00 p.m., local time of the party to whom the Notice is being
sent, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is sent. Each such Notice shall be addressed to the party to be notified
as shown below: 



	(a)  if to the Company:	 	Warren Resources, Inc.

489 Fifth Avenue, 32nd Floor

New York, New York 10017

Facsimile: (212) 697-9466

Attention: Chief Executive Officer
	

(b)  if to the Holder:	
 	

At the address set forth on the signature page of this Agreement






        Either
party may change its respective address for purposes of this Section 13 by giving the other party Notice of the new address in the manner set forth above. 


        13.    General Provisions.    This instrument (a) contains the entire agreement between the parties,
(b) may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver, (c) shall be
construed in accordance with and governed by the laws of Delaware, and (d) shall be binding upon and shall inure to the benefit of the parties and their respective personal representatives and
assigns, except as above set forth. All pronouns contained herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural as the identity of the
parties hereto may require. 


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        IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. 



	 	 	WARREN RESOURCES, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Norman F. Swanton, Chairman and

Chief Executive Officer
	

 	
 	

HOLDER
	

 	
 	

 Printed Name of Holder
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Signature
	

 	
 	

 	
 	

 
	 	 	 	 	
 Printed Name and Title
	

 	
 	

 Address
	

 	
 	

 City, State and Zip Code




6







EXHIBIT A

(To Warren Resources, Inc.

Stock Warrant Agreement)  


 
  WARREN RESOURCES, INC.
  
    NOTICE AND AGREEMENT OF EXERCISE OF CLASS B WARRANT    
    


        The undersigned hereby exercises its Warren Resources, Inc. Class B Stock Purchase Warrant dated as of January    , 2004 as to
            shares of the $.0001 par value common stock (the "Warrant Shares") of Warren Resources, Inc. (the "Company") at a purchase price of
$            per share. Enclosed is
payment of the total exercise price for these Warrant Shares of $            . 


        The
undersigned understands that no Warrant Shares will be issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any
applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class is then
listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. The undersigned hereby acknowledges, represents, warrants and agrees, to and
with the Company as follows: 



        (a)   The
undersigned ("Holder") is acquiring the Warrant Shares for investment purposes only and the Warrant Shares that Holder is acquiring will be held by Holder without
sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless an exemption from
registration is available; 


        (b)   Holder's
overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth and Holder's investment in the Warrant Shares
will not cause such overall commitments to become excessive; 


        (c)   Holder's
financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the Warrant Shares to satisfy any existing
or contemplated undertaking, need or indebtedness; 


        (d)   Holder
has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the
Warrant Shares; 


        (e)   The
address set forth in this Agreement is Holder's true and correct residence, and Holder has no present intention of becoming a resident of any other state or
jurisdiction; 


        (f)    Holder
confirms that all documents, records and books pertaining to an investment in the Warrant Shares that have been requested by the Holder have been made available
or delivered to Holder. Without limiting the foregoing, Holder has received and reviewed the Company's Annual Report on Form 10-KSB for the Company's most recently ended fiscal
year, Quarterly Reports on Form 10-QSB for each of the quarters ended subsequent to the Company's most recently ended fiscal year, all subsequent periodic reports required to be
filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, that have been provided to the Holder by the Company, and any press releases issued by the Company subsequent to the
end of its most recently completed fiscal year have been provided to the Holder by the Company, and Holder has obtained or been given access to all other information concerning the Company that Holder
has requested; 


        (g)   Holder
has had the opportunity to discuss the acquisition of the Warrant Shares with the Company, to ask questions of, and receive the answers from, the Company
concerning the terms of the investment in the Warrant Shares, and to receive additional information necessary to verify the accuracy of any information delivered to Holder, to the extent that the
Company possesses such information or can acquire it without unreasonable effort or expense; 



        (h)   Holder
understands that the issuance of the Warrant Shares upon the exercise of the Warrant has not been registered under the 1933 Act or any state securities laws in
reliance on an 










exemption
for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the
Warrant Shares; 


        (i)    Holder
is acquiring the Warrant Shares solely for Holder's own account, for investment, and not with a view to or for the resale, distribution, subdivision or
fractionalization thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; 


        (j)    Holder
acknowledges and is aware of the following: 



          (i)  The
Company does not have a material amount of revenues from oil or gas production or from any other source. Its operations have resulted in a history of losses. The
Warrant Shares constitute a speculative investment and involve a high degree of risk of loss by Holder of Holder's total investment in the Warrant Shares. 



         (ii)  There
are substantial restrictions on the transferability of the Warrant Shares. The Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise
disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company. There is no right of presentment of
the Warrant Shares and there is no obligation by the Company to repurchase any of the Warrant Shares. As a result, Holder may have to hold the Warrant Shares indefinitely, and it may not be possible
for Holder to liquidate Holder's investment in the Company. 



        (iii)  Each
certificate issued representing the Warrant Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those
securities, which legend will read substantially as follows: 




"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH
REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER'S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY." 







        Warrant
Shares in the amount specified above are to be issued in the name or names set forth below in the left-hand column. 



	 	 	
 Printed Name of Holder
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Signature
	

 	
 	

 	
 	

 Printed Name and Title
	

 	
 	

 Address
	

 	
 	

 City, State and Zip Code




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