WARRANT
      

     

    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR
      (B)
      AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
      NOT
      REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS
      SOLD
      PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER
      LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF
      THIS
      WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING
SECTION
      2(e)
      HEREOF.
      THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE NUMBER SET
      FORTH
      ON THE FACE HEREOF PURSUANT TO SECTION
      2(e)
      HEREOF.


    


    SONTERRA
      RESOURCES, INC.

    


    Warrant
      To Purchase Common Stock

    


    
      	
              Warrant
                No.: SRW – 001

            	
              Number
                of Shares: 1,050,000

            
	
              Date
                of Issuance: November 13, 2008

            	 


    

    


    Sonterra
      Resources, Inc. (f/k/a River Capital Group, Inc.), a Delaware corporation (the
      “Company”),
      hereby certifies that, for Ten United States Dollars ($10.00) and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Longview Marquis Master Fund, L.P., a British Virgin Island
      limited partnership (“Marquis”),
      the
      registered holder hereof, or its successors or permitted assigns (the
“Holder”),
      is
      entitled, subject to the terms and conditions set forth below, to purchase
      from
      the Company, at any time or times on or after the date hereof, but not after
      11:59 P.M. New York Time on the Expiration Date (as defined herein) ONE MILLION
      FIFTY THOUSAND (1,050,000) fully
      paid nonassessable shares of Common Stock (as defined in Section
      1(b))
      of the
      Company (the “Warrant
      Shares”)
      at the
      Warrant Exercise Price (as defined in Section
      1(b));
      provided,
      however, that in no event shall the Holder be entitled or required to exercise
      this Warrant for a number of Warrant Shares in excess of that number of Warrant
      Shares that, upon giving effect to such exercise, would cause the aggregate
      number of shares of Common Stock beneficially owned by the Holder and its
      Affiliates to exceed 4.99% of the outstanding shares of the Common Stock
      following such exercise. For purposes of the foregoing proviso, the aggregate
      number of shares of Common Stock beneficially owned by the Holder and its
      Affiliates shall include the number of shares of Common Stock issuable upon
      exercise of this Warrant with respect to which the determination of such proviso
      is being made, but shall exclude shares of Common Stock that would be issuable
      upon (i) exercise of the remaining, unexercised Warrants (as defined in Section
      1(b) below) beneficially owned by the Holder and its Affiliates and (ii)
      exercise, conversion or exchange of the unexercised, unconverted or unexchanged
      portion of any other securities of the Company beneficially owned by the Holder
      and its Affiliates subject to a limitation on conversion, exercise or exchange
      analogous to the limitation contained herein. Except as set forth in the
      preceding sentence, for purposes of this paragraph, beneficial ownership shall
      be calculated in accordance with Section 13(d) of the Exchange Act (as defined
      in Section 1(b)). For purposes of this Warrant, in determining the number of
      outstanding shares of Common Stock, a Holder may rely on the number of
      outstanding shares of Common Stock as reflected in (1) the Company’s most recent
      Periodic Report (as defined in Section 1(b)), (2) a more recent public
      announcement by the Company or (3) any other written (including e-mail) notice
      by the Company or its transfer agent setting forth the number of shares of
      Common Stock outstanding. Upon the written request of the Holder, the Company
      shall promptly, but in no event later than two Business Days following the
      receipt of such request, confirm in writing to the Holder the number of shares
      of Common Stock then outstanding. In any case, the number of outstanding shares
      of Common Stock shall be determined after giving effect to the conversion,
      exercise or exchange of securities of the Company, including this Warrant,
      by
      the Holder and its Affiliates since the date as of which such number of
      outstanding shares of Common Stock was reported.  


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      1. 

     

    (a) Securities
      Purchase Agreement.
      This
      Warrant is issued pursuant to Section
      1
      of that
      certain Securities Purchase Agreement,
      dated as of November 13, 2008, among the Company and Marquis referred to therein
      (as such agreement may be amended from time to time as provided therein, the
      “Securities
      Purchase Agreement”).
      Each
      capitalized term used, and not otherwise defined, herein shall have the meaning
      ascribed thereto in the Securities Purchase Agreement.

     

    (b) Definitions.
      The
      following words and terms used in this Warrant shall have the following
      meanings:

     

    (i) “Approved
      Stock Plan”
means
      the Company’s 2007 Non-Qualified Stock Option Plan and the 2008 Sonterra
      Resources, Inc. Equity Compensation Plan, each as in effect as of the date
      of
      the Securities Purchase Agreement,
      without amendment or modification thereafter. 

     

    (ii) “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      the City of New York are authorized or required by law to remain
      closed.

     

    (iii) “Common
      Stock”
means
      (A) the Company’s Common Stock, par value $0.001 per share, and
      (B) any capital stock into which such Common Stock shall have been changed
      or any capital stock resulting from a reclassification of such Common Stock.
      

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (iv) “Convertible
      Securities”
means
      any stock or securities (other than Options) directly or indirectly convertible
      into or exchangeable or exercisable for Common Stock.

     

    (v) “dollar”
or
      “$”
means
      U.S. dollars.

     

    (vi) “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    (vii) “Exempted
      Issuances”
means
      (I) shares of Common Stock issued or deemed to be issued by the Company pursuant
      to, and in accordance with the terms of, any Approved Stock Plan, provided
      that
      the Company shall not (A) amend any Option to reduce its exercise price, (B)
      cancel any Option and re-grant an Option with a lower exercise price than the
      original exercise price of the cancelled Option, or (C) take any other action
      (whether in the form of an amendment, cancellation or replacement grant) that
      has the effect of repricing an Option, except pursuant to a proportional
      adjustment to the exercise price and number of shares issuable thereunder to
      reflect a stock split dividend or stock combination with respect to the Common
      Stock; (II) shares of Common Stock issued or deemed to be issued by the Company
      upon the conversion, exchange or exercise of any option, obligation or security
      outstanding on the date prior to the Warrant Date and set forth in Schedule
      3(c)
      to the Securities Purchase Agreement,
      provided that the terms of such option, obligation or security are not amended
      or otherwise modified on or after the date of the Securities
      Purchase Agreement,
      and provided that the conversion price, exchange price, exercise price or other
      purchase price is not reduced, adjusted or otherwise modified and the number
      of
      shares of Common Stock issued or issuable thereunder is not increased (whether
      by operation of, or in accordance with, the relevant governing documents or
      otherwise) on or after the date of the Securities Purchase Agreement; or (III)
      shares of Common Stock issued or deemed to be issued by the Company upon
      exercise of this Warrant or the warrant pursuant to that certain Securities
      Exchange Agreement.

     

    (viii) “Expiration
      Date”
means
      the date that is five years after the Warrant Date (as defined in Section
      12)
      or, if
      such date does not fall on a Business Day, then the next Business
      Day.

     

    (ix) “Options”
means
      any rights, warrants or options to subscribe for or purchase any Common Stock
      or
      Convertible Securities. 

     

    (x) “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization or a government or any
      department or agency thereof or any other legal entity.

     

    (xi) “Principal
      Market”
means,
      with respect to the Common Stock or any other security, the principal securities
      exchange or trading market for the Common Stock or such other security.


     

    (xii) “Securities
      Act”
means
      the Securities Act of 1933, as amended, together with the rules and regulations
      promulgated by the Securities and Exchange Commission thereunder.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (xiii) “Trading
      Day”
means
      any day on which the Common Stock is traded on its Principal Market; provided
      that “Trading Day” shall not include any day on which the Common Stock is
      scheduled to trade, or actually trades, on its Principal Market for less than
      4.5 hours.

     

    (xiv) “Warrants”
means
      this Warrant and all warrants issued in exchange, transfer or replacement
      thereof pursuant to the terms of this Warrant.

     

    (xv) “Warrant
      Exercise Price”
shall
      be equal to, with respect to any Warrant Share, $0.01, subject
      to adjustment as hereinafter provided. 

     

    (xvi) “Weighted
      Average Price”
means,
      for any security as of any date, the dollar volume-weighted average price for
      such security on its Principal Market during the period beginning at 9:30 a.m.
      New York City time (or such other time as its Principal Market publicly
      announces is the official open of trading) and ending at 4:00 p.m. New York
      City
      time (or such other time as its Principal Market publicly announces is the
      official close of trading) as reported by Bloomberg Financial Markets (or any
      successor thereto) (“Bloomberg”)
      through its “Volume at Price” functions, or if the foregoing does not apply, the
      dollar volume-weighted average price of such security in the over-the-counter
      market on the electronic bulletin board for such security during the period
      beginning at 9:30 a.m. New York City time (or such other time as such
      over-the-counter market publicly announces is the official open of trading),
      and
      ending at 4:00 p.m. New York City time (or such other time as such
      over-the-counter market publicly announces is the official close of trading)
      as
      reported by Bloomberg, or, if no dollar volume-weighted average price is
      reported for such security by Bloomberg for such hours, the average of the
      highest closing bid price and the lowest closing ask price of any of the market
      makers for such security as reported in the “pink sheets” by the National
      Quotation Bureau, Inc. If the Weighted Average Price cannot be calculated for
      such security on such date on any of the foregoing bases, the Weighted Average
      Price of such security on such date shall be the fair market value as mutually
      determined by the Company and the Holder. If the Company and the Holder are
      unable to agree upon the fair market value of such security, then such dispute
      shall be resolved pursuant to Section
      2(d).
      All
      such determinations shall be appropriately adjusted for any stock dividend,
      stock split, stock combination or other similar transaction during any period
      during which the Weighted Average Price is being determined.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    Section
      2. Exercise
      of Warrant.

     

    (a) Subject
      to the terms and conditions hereof, this Warrant may be exercised by the Holder
      hereof then registered on the books of the Company, in whole or in part, at
      any
      time on any Business Day on or after the opening of business on the date hereof
      and prior to 11:59 P.M. New York City time on the Expiration Date by (i)
      delivery of a written notice, in the form of the exercise notice attached as
      Exhibit
      A
      hereto
      (the “Exercise
      Notice”),
      of
      such Holder’s election to exercise this Warrant, which notice shall specify the
      number of Warrant Shares to be purchased and, if such exercise is conditioned
      upon consummation of any transaction (an “Exercise
      Trigger Transaction”),
      such
      condition to exercise, (ii) (A) payment to the Company of an amount equal to
      the
      product of the Warrant Exercise Price multiplied by the number of Warrant Shares
      as to which this Warrant is being exercised (such product, the “Aggregate
      Exercise Price”),
      by
      check or wire transfer of funds, or (B) notifying the Company that this Warrant
      is being exercised pursuant to a Cashless Exercise (as defined in Section
      2(e)),
      and
      (iii) if required by Section
      2(f),
      unless
      the Holder has previously delivered this Warrant to the Company and it or a
      new
      replacement Warrant has not yet been delivered to the Holder, the surrender
      to a
      common carrier for overnight delivery to the Company as soon as practicable
      following such date, of this Warrant (or an indemnification undertaking, in
      customary form, with respect to this Warrant in the case of its loss, theft
      or
      destruction pursuant to Section
      10);
      provided,
      that if
      such Warrant Shares are to be issued in any name other than that of the Holder,
      such issuance shall be deemed a transfer and the provisions of Section
      7
      shall be
      applicable. In the event of any exercise of the rights represented by this
      Warrant in compliance with this Section
      2(a),
      on the
      second Business Day (the “Warrant
      Share Delivery Date”)
      following the date of its receipt of the Exercise Notice, the Aggregate Exercise
      Price (or notice of Cashless Exercise) and, if required by Section
      2(f)
      (unless
      the Holder has previously delivered this Warrant to the Company and a new or
      replacement Warrant has not yet been delivered to the Holder), this Warrant
      (or
      an indemnification undertaking, in customary form, with respect to this Warrant
      in the case of its loss, theft or destruction, pursuant to Section
      10)
      (the
“Exercise
      Delivery Documents”)
      (or,
      if the exercise of this Warrant is conditioned upon the consummation of an
      Exercise Trigger Transaction, on the later of such second Business Day and
      the
      date of consummation of such Exercise Trigger Transaction), (A) if the transfer
      agent for the Common Stock is participating in The Depository Trust Company
      (“DTC”)
      Fast
      Automated Securities Transfer Program and the Holder is eligible to receive
      shares through DTC, the Company shall credit such aggregate number of shares
      of
      Common Stock to which the Holder shall be entitled to the Holder’s or its
      designee’s balance account with DTC through its Deposit Withdrawal Agent
      Commission system, or (B) if not, the Company shall issue and deliver to the
      address specified in the Exercise Notice, a certificate, registered in the
      name
      of the Holder or its designee, for the number of shares of Common Stock to
      which
      the Holder shall be entitled. Upon the latest of (x) the date of delivery of
      the
      Exercise Notice, (y) the date of delivery of the Aggregate Exercise Price
      referred to in clause (ii)(A) above or notification to the Company of a Cashless
      Exercise referred to in Section
      2(e),
      and (z)
      if the exercise of this Warrant is conditioned upon the consummation of an
      Exercise Trigger Transaction, the date of such consummation, the Holder shall
      be
      deemed for all purposes to have become the holder of record of the Warrant
      Shares with respect to which this Warrant has been exercised (the date thereof
      being referred to as the “Deemed
      Issuance Date”),
      irrespective of the date of delivery of this Warrant as required by clause
      (iii)
      above or the certificates evidencing such Warrant Shares. 

     

    (b) If
      this
      Warrant is submitted for exercise, as may be required by Section 2(f),
      and
      unless the rights represented by this Warrant shall have expired or shall have
      been fully exercised, the Company shall, as soon as practicable and in no event
      later than five Business Days after receipt of this Warrant (the “Warrant
      Delivery Date”)
      and at
      its own expense, issue a new Warrant identical in all respects to this Warrant,
      except that it shall represent rights to purchase the number of Warrant Shares
      purchasable immediately prior to such exercise under this Warrant, less the
      number of Warrant Shares with respect to which such Warrant is exercised
      (together with, in the case of a Cashless Exercise, the number of Warrant Shares
      surrendered in lieu of payment of the Exercise Price).

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (c) No
      fractional shares of Common Stock are to be issued upon the exercise of this
      Warrant, but rather the number of shares of Common Stock issued upon exercise
      of
      this Warrant shall be rounded up or down to the nearest whole number (with
      0.5
      rounded up).


    (d) If
      the
      Company shall fail for any reason or for no reason (x) to issue and deliver
      to
      the Holder within two Business Days of receipt of the Exercise Delivery
      Documents a certificate for the number of shares of Common Stock to which the
      Holder is entitled or to credit the Holder’s balance account with DTC for such
      number of shares of Common Stock to which the Holder is entitled upon the
      Holder’s exercise of this Warrant or (y) to issue and deliver to the Holder
      on the Warrant Delivery Date a new Warrant for the number of shares of Common
      Stock to which the Holder is entitled pursuant to Section
      2(b),
      if any,
      then the Company shall, in addition to any other remedies under this Warrant
      or
      the Securities Purchase Agreement or otherwise available to the Holder,
      including any indemnification under Section 8 of the Securities
      Purchase Agreement,
      pay as additional damages in cash to the Holder on each day after such second
      Business Day that such shares of Common Stock are not issued and delivered
      to
      the Holder, in the case of clause (x) above, or such third Business Day that
      such Warrant is not delivered, in the case of clause (y) above, an amount equal
      to the sum of (i) 0.5% of the product of (A) the number of shares of Common
      Stock not issued to the Holder on or prior to the Warrant Share Delivery Date
      and (B) the Weighted Average Price of the Common Stock on the Warrant Share
      Delivery Date, in the case of the failure to deliver Common Stock, and (ii)
      if
      the Company has failed to deliver a Warrant to the Holder on or prior to the
      Warrant Delivery Date, 0.5% of the product of (x) the number of shares of Common
      Stock issuable upon exercise of the Warrant as of the Warrant Delivery Date,
      and
      (y) the Weighted Average Price of the Common Stock on the Warrant Delivery
      Date.
      Alternatively, at the election of the Holder made in the Holder’s sole
      discretion, the Company shall pay to the Holder, in lieu of the additional
      damages referred to in the preceding sentence (but in addition to all other
      available remedies that the Holder may pursue hereunder and under the Securities
      Purchase Agreement
      (including indemnification pursuant to Section
      8
      thereof)), 110% of the amount that (A) the Holder’s total purchase price
      (including brokerage commissions, if any) for shares of Common Stock purchased
      to make delivery in satisfaction of a sale by such holder of the shares of
      Common Stock to which the Holder is entitled but has not received upon an
      exercise, exceeds (B) the net proceeds received by the Holder from the sale
      of
      the shares of Common Stock to which the Holder is entitled but has not received
      upon such exercise. If the Holder and the Company are unable to agree upon
      the
      determination of the Weighted Average Price, within one Business Day of such
      disputed determination being submitted to the Holder, then the Company shall
      immediately submit via facsimile the disputed determination of the Weighted
      Average Price to an independent, reputable investment banking firm agreed to
      by
      the Company and the Holder. The Company shall cause the investment banking
      firm
      to perform the determination and notify the Company and the Holder of the
      results no later than two Business Days after the date it receives the disputed
      determinations. Such investment banking firm’s determination shall be deemed
      conclusive absent manifest error.

     

    (e) At
      any
      time after the Warrant Date (as defined in Section
      12),
      the
      Holder may, at its election exercised in its sole discretion, exercise this
      Warrant in whole or in part and, in lieu of making the cash payment otherwise
      contemplated to be made to the Company upon such exercise in payment of the
      Aggregate Exercise Price, elect instead to receive upon such exercise the “Net
      Number” of shares of Common Stock determined according to the following formula
      (a “Cashless
      Exercise”):

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    Net
      Number = (A
      x
      B) - (A x C)

    B

    For
      purposes of the foregoing formula:

    


    A=
      the
      total number of shares with respect to which this Warrant is then being
      exercised;

    


    B=
      the
      Weighted Average Price per share of Common Stock on the Trading Day immediately
      preceding the date of the delivery of the Exercise Notice; and

    


    C=
      the
      Warrant Exercise Price then in effect for the applicable Warrant Shares at
      the
      time of such exercise.

     

    (f) Book-Entry.
      Notwithstanding anything to the contrary set forth herein, upon exercise of
      this
      Warrant in accordance with the terms hereof, the Holder shall not be required
      to
      physically surrender this Warrant to the Company unless it is being exercised
      for all of the Warrant Shares represented by the Warrant. The Holder and the
      Company shall maintain records showing the number of Warrant Shares exercised
      and issued and the dates of such exercises or shall use such other method,
      reasonably satisfactory to the Holder and the Company, so as not to require
      physical surrender of this Warrant upon each such exercise. In the event of
      any
      dispute or discrepancy, such records of the Company establishing the number
      of
      Warrant Shares to which the Holder is entitled shall be controlling and
      determinative in the absence of error. Notwithstanding the foregoing, if this
      Warrant is exercised as aforesaid, the Holder may not transfer this Warrant
      unless the Holder first physically surrenders this Warrant to the Company,
      whereupon the Company will forthwith issue and deliver upon the order of the
      Holder a new Warrant of like tenor, registered as the Holder may request,
      representing in the aggregate the remaining number of Warrant Shares represented
      by this Warrant. The Holder, by acceptance of this Warrant, acknowledges and
      agrees that, by reason of the provisions of this paragraph, following exercise
      of any portion of this Warrant, the number of Warrant Shares represented by
      this
      Warrant may be less than the number stated on the face hereof. 

     

    Section
      3. Covenants
      as to Common Stock.
      The
      Company hereby covenants and agrees as follows:

     

    (a) This
      Warrant is, and any Warrants issued in substitution for or replacement of this
      Warrant will upon issuance be, duly authorized and validly issued.

     

    (b) All
      Warrant Shares that may be issued upon the exercise of the rights represented
      by
      this Warrant will, upon issuance and receipt of payment therefor from the Holder
      (including pursuant to a Cashless Exercise, as applicable), be validly issued,
      fully paid and nonassessable and free from all taxes, liens and charges with
      respect to the issue thereof.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (c) At
      all
      times through (and including) the Expiration Date, the Company will at all
      times
      have authorized and reserved at least 100% of the number of shares of Common
      Stock needed to provide for the exercise of the rights then represented by
      this
      Warrant.

     

    (d) The
      Company shall promptly secure the quotation or listing of the Warrant Shares
      on
      the Principal Market for the Common Stock and each other market or exchange
      on
      which the Common Stock is traded or listed and shall maintain, so long as any
      other shares of Common Stock shall be so traded or listed, such listing of
      all
      Warrant Shares from time to time issuable upon the exercise of this Warrant;
      and
      the Company shall so list, and shall maintain such listing of, any other shares
      of capital stock of the Company issuable upon the exercise of this Warrant
      on
      the Principal Market for such capital stock and each other market or exchange
      on
      which such capital stock is traded or listed. 

     

    (e) The
      Company will not, by amendment of its Certificate of Incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities, or any other voluntary action, avoid or seek to
      avoid the observance or performance of any of the terms to be observed or
      performed by it hereunder, but will at all times in good faith assist in the
      carrying out of all the provisions of this Warrant and take all such action
      as
      may reasonably be requested by the Holder in order to protect the exercise
      privilege of the Holder against impairment, consistent with the tenor and
      purpose of this Warrant. Without limiting the generality of the foregoing,
      the
      Company (i) shall not increase the par value of any shares of Common Stock
      receivable upon the exercise of this Warrant above $0.001 per share, and
      (ii) shall take all such actions as may be necessary or appropriate in
      order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this Warrant.

     

    (f) This
      Warrant will be binding upon any entity succeeding to the Company by merger,
      consolidation or acquisition of all or substantially all of the Company’s
      assets.

     

    Section
      4. Taxes.
      The
      Company shall pay any and all taxes that may be payable with respect to the
      issuance and delivery of Warrant Shares upon exercise of this
      Warrant.

     

    Section
      5. Warrant
      Holder Not Deemed a Stockholder.
      Except
      as otherwise provided herein, the Holder, as holder of this Warrant, shall
      not
      be entitled to vote or be deemed the holder of shares of the Company for any
      purpose (other than to the extent that the Holder is deemed to be a beneficial
      owner of Warrant Shares under applicable securities laws after taking into
      account the limitation set forth in the first paragraph of this Warrant), nor
      shall anything contained in this Warrant be construed to confer upon the Holder,
      as holder of this Warrant, any of the rights of a stockholder of the Company
      or
      any right to vote, give or withhold consent to any corporate action (whether
      any
      reorganization, issue of stock, reclassification of stock, consolidation,
      merger, conveyance or otherwise), receive notice of meetings, receive dividends
      or subscription rights, or otherwise, prior to the Deemed Issuance Date of
      the
      Warrant Shares that the Holder is then entitled to receive upon the due exercise
      of this Warrant. In addition, nothing contained in this Warrant shall be
      construed as imposing any liabilities on the Holder to purchase any securities
      (except to the extent set forth in an Exercise Notice that has been delivered
      by
      the Holder to the Company) or as a stockholder of the Company, whether such
      liabilities are asserted by the Company or by creditors of the Company.
      Notwithstanding the foregoing, the Company will provide the Holder with copies
      of the same notices (without duplication if the Holder is also a stockholder
      of
      the Company) and other information given to the stockholders of the Company
      generally, contemporaneously with the giving thereof to the
      stockholders.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Section
      6. Representations
      of Holder.
      The
      Holder, by the acceptance hereof, represents that it is acquiring this Warrant,
      and upon exercise hereof (other than pursuant to a Cashless Exercise) will
      acquire the Warrant Shares, for its own account and not with a view towards,
      or
      for resale in connection with, the public sale or distribution of this Warrant
      or the Warrant Shares, except pursuant to sales registered, or exempted from
      registration, under the Securities Act; provided,
      however, that by making the representations herein, the Holder does not agree
      to
      hold this Warrant or any of the Warrant Shares for any minimum or other specific
      term and reserves the right to dispose of this Warrant and the Warrant Shares
      at
      any time in accordance with or pursuant to a registration statement or an
      exemption under the Securities Act. The Holder further represents, by acceptance
      hereof, that, as of the date of its acquisition of this Warrant, the Holder
      is
      an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation
      D promulgated by the Securities and Exchange Commission under the Securities
      Act. Each delivery of an Exercise Notice, other than in connection with a
      Cashless Exercise, shall constitute confirmation at such time by the Holder
      of
      the representations concerning the Warrant Shares set forth in the first two
      sentences of this Section
      6,
      unless
      contemporaneously with the delivery of such Exercise Notice, the Holder notifies
      the Company in writing that it is not making such representations (a
“Representation
      Notice”).
      If
      the Holder delivers a Representation Notice in connection with an exercise,
      it
      shall be a condition to the Holder’s exercise of this Warrant and the Company’s
      obligations set forth in Section
      2
      in
      connection with such exercise, that the Company receive such other
      representations as the Company considers reasonably necessary to assure the
      Company that the issuance of its securities upon exercise of this Warrant shall
      not violate any applicable registration requirements of United States or state
      securities laws.

     

    Section
      7. Ownership
      and Transfer.

     

    (a) The
      Company shall maintain at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the Holder), a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee. The Company may treat the person in whose
      name any Warrant is registered on the register as the owner and holder thereof
      for all purposes, notwithstanding any notice to the contrary, but in all events
      recognizing any transfers made in accordance with the terms of this
      Warrant.

     

    (b) This
      Warrant and the rights granted hereunder shall be assignable by the Holder
      hereof in accordance with the Securities Purchase Agreement and upon proper
      surrender of this Warrant, properly endorsed. 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    Section
      8. Adjustment
      of Number of Warrant Shares.
      The
      Warrant Exercise price and the number of shares of Common Stock issuable upon
      exercise of this Warrant shall be adjusted from time to time as follows:


     

    (a) Adjustment
      of Warrant Exercise Price upon Subdivision or Combination of Common
      Stock.
      If the
      Company at any time after the date of issuance of this Warrant subdivides (by
      any stock split, stock dividend, recapitalization or otherwise) its outstanding
      shares of Common Stock into a greater number of shares, the Warrant Exercise
      Price in effect immediately prior to such subdivision will be proportionately
      reduced and the number of shares of Common Stock obtainable upon exercise of
      this Warrant will be proportionately increased. If the Company at any time
      after
      the date of issuance of this Warrant combines (by combination, reverse stock
      split or otherwise) its outstanding shares of Common Stock into a smaller number
      of shares, the Warrant Exercise Price in effect immediately prior to such
      combination will be proportionately increased and the number of shares of Common
      Stock obtainable upon exercise of this Warrant will be proportionately
      decreased. Any adjustment under this Section
      8(a)
      shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective or, if earlier, the record date with respect
      to
      the subdivision or combination.

     

    (b) Certain
      Events.
      If any
      event occurs of the type contemplated by the provisions of this Section
      8
      but not
      expressly provided for by such provisions, then the Company’s Board of Directors
      will make an appropriate adjustment in the Warrant Exercise Price and the number
      of shares of Common Stock obtainable upon exercise of this Warrant so as to
      protect the rights of the Holder; provided that no such adjustment will increase
      the Warrant Exercise Price or decrease the number of shares of Common Stock
      obtainable as otherwise determined pursuant to this Section
      8.

     

    (c) Par
      Value.
      Notwithstanding anything to the contrary contained in this Section
      8,
      if, as
      a result of an adjustment pursuant to this Section
      8,
      the par
      value per share of Common Stock would be greater than the Warrant Exercise
      Price, then the Warrant Price shall be an amount equal to the par value per
      share of the Common Stock but the number of shares the holder of this Warrant
      shall be entitled to purchase shall be such greater number of shares of Common
      Stock as would have resulted from the Warrant Exercise Price that, absent such
      limitation, would have been in effect pursuant to this Section
      8.
      The
      foregoing adjustment shall not constitute a waiver of any claim arising against
      the Company by reason of any covenant contained in Section
      3(e).

     

    Section
      9. Purchase
      Rights; Dividends/Distributions of Assets; Reorganization, Reclassification,
      Consolidation, Merger or Sale.
      

     

    (a) In
      addition to any adjustments pursuant to Section
      8
      above,
      if at any time the Company grants, issues or sells any Options, Convertible
      Securities or rights to purchase stock, warrants, securities or other property
      pro rata to the record holders of any class of its capital stock (the
“Purchase
      Rights”),
      then
      the Holder will be entitled to acquire, upon the terms applicable to such
      Purchase Rights, the aggregate Purchase Rights that the Holder could have
      acquired if the Holder had held the number of shares of Common Stock acquirable
      upon complete exercise of this Warrant immediately before the date on which
      a
      record is taken for the grant, issuance or sale of such Purchase Rights, or,
      if
      no such record is taken, the date as of which the record holders of Common
      Stock
      are to be determined for the grant, issue or sale of such Purchase
      Rights.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (b) Any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of the Company’s assets to another Person or other
      transaction that is effected in such a way that holders of Common Stock are
      entitled to receive (either directly or upon subsequent liquidation) stock,
      securities or assets with respect to or in exchange for Common Stock is referred
      to herein as “Organic
      Change.”
Prior
      to the consummation of any (i) sale of all or substantially all of the Company’s
      assets to an acquiring Person or (ii) other Organic Change following which
      the
      Company is not a surviving entity, the Company will secure from the Person
      purchasing such assets or the successor resulting from such Organic Change
      (in
      each case, the “Acquiring
      Entity”)
      a
      written agreement (in form and substance satisfactory to the Holder) to deliver
      to the Holder, in exchange for this Warrant, a security of the Acquiring Entity
      evidenced by a written instrument substantially similar in form and substance
      to
      this Warrant and satisfactory to the Holder (including, an adjusted Warrant
      Exercise Price equal to the value for the Common Stock reflected by the terms
      of
      such consolidation, merger or sale, and exercisable for a corresponding number
      of shares of Common Stock acquirable and receivable upon exercise of this
      Warrant (without regard to any limitations on exercise), if the value so
      reflected is less than the Warrant Exercise Price in effect immediately prior
      to
      such consolidation, merger or sale). Prior to the consummation of any other
      Organic Change, the Company shall make appropriate provision (in form and
      substance satisfactory to the Holder), to ensure that the Holder will thereafter
      have the right to acquire and receive in lieu of or in addition to (as the
      case
      may be) the shares of Common Stock immediately theretofore acquirable and
      receivable upon the exercise of this Warrant (without regard to any limitations
      on exercise), such shares of stock, securities or assets that would have been
      issued or payable in such Organic Change with respect to or in exchange for
      the
      number of shares of Common Stock that would have been acquirable and receivable
      upon the exercise of this Warrant as of the date of such Organic Change (without
      taking into account any limitations or restrictions on the exerciseability
      of
      this Warrant).

     

    (c) Dividends;
      Distributions of Assets.
      If the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of Common Stock, by way of return
      of capital or otherwise (including any dividend or other distribution of cash,
      stock or other securities, property or options by way of a dividend, spin off,
      reclassification, corporate rearrangement or other similar transaction) (a
      “Distribution”),
      at
      any time after the issuance of this Warrant, then, in each such case, the Holder
      shall be entitled to receive such Distribution, and the Company shall make
      such
      Distribution to the Holder, exactly as if the Holder had exercised this Warrant
      in full, without regard to any limitations on exercise (and, as a result, had
      held all of the shares of Common Stock that the Holder would have received
      upon
      such exercise), immediately prior to the record date for such Distribution,
      or
      if there is no record therefor, immediately prior to the effective date of
      such
      Distribution (but without the Holder’s actually having to so exercise this
      Warrant).

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (d) Notices.

     

    (i) As
      soon
      as reasonably practicable, but in no event later than two Business Days, upon
      any adjustment of the Warrant Exercise Price or number of shares of Common
      Stock
      obtainable upon exercise of this Warrant, the Company will give written notice
      thereof to the Holder, setting forth in reasonable detail, and certifying,
      the
      calculation of such adjustment; provided,
      however,
      that
      neither the timing of giving any such notice nor any failure by the Company
      to
      give such a notice shall effect any such adjustment or the effective date
      thereof.

     

    (ii) The
      Company will give written notice to the Holder at least 10 days prior to the
      date on which the Company closes its books or takes a record (A) with respect
      to
      any dividend or distribution upon the Common Stock, (B) with respect to any
      pro
      rata subscription offer to holders of Common Stock or (C) for determining rights
      to vote with respect to any Organic Change, dissolution or liquidation, provided
      that such information shall be made known to the public prior to or
      contemporaneously with such notice being provided to the Holder.

     

    (iii) The
      Company will also give written notice to the Holder at least 10 days prior
      to
      the date on which any Organic Change, dissolution or liquidation will take
      place, provided that such information shall be made known to the public prior
      to
      or contemporaneously with such notice being provided to the Holder.

     

    Section
      10. Lost,
      Stolen, Mutilated or Destroyed Warrant.
      If this
      Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly,
      on
      receipt of an indemnification undertaking in customary form (or in the case
      of a
      mutilated Warrant, the Warrant), issue a new Warrant of like denomination and
      tenor as this Warrant so lost, stolen, mutilated or destroyed.

     

    Section
      11. Notice.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Warrant must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to the
      Company:

    


    Sonterra
      Resources, Inc.

    523
      North
      Sam Houston Parkway East, Suite 1175

    Houston,
      Texas 77060

    Facsimile:
      281-741-0895

    Attention:
      D. E. Vandenberg

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    With
      a
      copy to:

    


    Duane
      Morris LLP

    3200
      Southwest Freeway, Suite 3150

    Houston,
      Texas 77027

    Facsimile:
      713-402-3901

    Attention:
      Charles E. Harrell

    


    If
      to the
      Holder:

    


    Longview
      Marquis Master Fund, L.P., a 

    British
      Virgin Island limited partnership

    c/o
      Summerline Asset Management, LLC

    70
      West
      Red Oak Lane, 4th
      Floor

    White
      Plains, New York 10604

    Attention:
      Robert J. Brantman

    Facsimile:
      (914) 697-4967

    


    With
      a
      copy to:

    


    Katten
      Muchin Rosenman LLP

    525
      W.
      Monroe Street 

    Chicago,
      Illinois 60661-3693 

    Attention:
      Mark D. Wood, Esq.

    Facsimile:
      (312) 902-1061

    


    or,
      in
      the case of any other Holder or any Person named above, at such other address
      and/or facsimile number and/or to the attention of such other person as the
      recipient party has specified by written notice to the other party at least
      five
      Business Days prior to the effectiveness thereof. Written confirmation of
      receipt (A) given by the recipient of such notice, consent, waiver or other
      communication, (B) mechanically or electronically generated by the sender’s
      facsimile machine containing the time, date, recipient facsimile number and
      an
      image of the first page of such transmission or (C) provided by a nationally
      recognized overnight delivery service shall be rebuttable evidence of personal
      service, receipt by facsimile or deposit with a nationally recognized overnight
      delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively.

     

    Section
      12. Date.
      The
      date of this Warrant is November 13, 2008 (the “Warrant
      Date”).
      This
      Warrant, in all events, shall be wholly void and of no effect after 11:59
      P.M., New York City time, on the Expiration Date, except to the extent it has
      been exercised prior thereto and except that any applicable provisions of this
      Warrant shall continue in full force and effect after such date as to any
      Warrant Shares or other securities issued upon the exercise of this
      Warrant.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    Section
      13. Amendment
      and Waiver.
      Except
      as otherwise provided herein, the provisions of this Warrant and the other
      Warrants may be amended and the Company may take any action herein prohibited,
      or omit to perform any act herein required to be performed by it, only if the
      Company has obtained the written consent of the Holder.

     

    Section
      14. Descriptive
      Headings; Governing Law.
      The
      descriptive headings of the several sections and paragraphs of this Warrant
      are
      inserted for convenience only and do not constitute a part of this Warrant.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by the internal laws of the State of New
      York,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of New York or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of New
      York.

     

    Section
      15. Rules
      of Construction.
      Unless
      the context otherwise requires, (a) all references to Articles, Sections,
      Schedules or Exhibits are to Articles, Sections, Schedules or Exhibits contained
      in or attached to this Warrant, (b) words in the singular or plural include
      the
      singular and plural and pronouns stated in either the masculine, the feminine
      or
      neuter gender shall include the masculine, feminine and neuter, and (c) the
      use
      of the word “including” in this Warrant shall be by way of example rather than
      limitation.

     

    Section
      16. Signatures. In
      the
      event that any signature to this Warrant or any amendment hereto is delivered
      by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.
      Notwithstanding the foregoing, the Company shall be obligated to deliver to
      the
      Holder an originally executed Warrant. No party hereto shall raise the use
      of a
      facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a
      signature to this Warrant or any amendment hereto or the fact that such
      signature was transmitted or communicated through the use of a facsimile machine
      or e-mail delivery of a “.pdf” format data file as a defense to the formation or
      enforceability of a contract, and each party hereto forever waives any such
      defense.

     

    *
      * * * *
      *


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      Company has caused this Warrant to be executed as of the 13th day of November,
      2008.

     

    
      	
              SONTERRA
                RESOURCES, INC.

            	 
	 	 	 
	 	 	 
	
              By:

            	
                

            	 
	
              Name:
                D. E. Vandenberg

            	 
	
              Title:
                President

            	 


    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A TO WARRANT

     

    EXERCISE
      NOTICE

    TO
      BE
      EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

    SONTERRA
      RESOURCES, INC.

     

    The
      undersigned holder (the “Holder”)
      hereby
      exercises the right to purchase _________________ of the shares of Common Stock
      (“Warrant
      Shares”)
      of
      SONTERRA RESOURCES, INC., a Delaware corporation (the “Company”),
      evidenced by the attached Warrant (the “Warrant”).
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

     

    1.
      Form
      of Warrant Exercise Price.
      The
      holder intends that payment of the Warrant Exercise Price shall be made
      as:

     

    £ a
      “Cash
      Exercise”
with
      respect to ___________________ Warrant Shares; and/or

     

    £ a
      “Cashless
      Exercise”
with
      respect to ______________ Warrant Shares.

     

    2.
      Payment
      of Warrant Exercise Price.
      In the
      event that the Holder has elected a Cash Exercise with respect to some or all
      of
      the Warrant Shares to be issued pursuant hereto, the Holder shall pay the
      Aggregate Exercise Price in the sum of $___________________ to the Company
      in
      accordance with the terms of the Warrant.

     

    3.
      Exercise
      Trigger Transaction.
      This
      exercise of the Warrant is conditioned upon the consummation of the following
      Exercise Trigger Transaction: __________________________1 

     

    4.
      Delivery
      of Warrant Shares.
      The
      Company shall deliver __________ Warrant Shares in accordance with the terms
      of
      the Warrant in the following name and to the following address:

     

    Issue
      to:         
           

     

    Facsimile
      Number:            

     

    DTC
      Participant Number and Name (if electronic book entry
      transfer):     

     

    Account
      Number (if electronic book entry transfer):        

     

    5.
      Representations.
      Other
      than in connection with a Cashless Exercise, the undersigned hereby confirms
      the
      representations concerning the Warrant Shares set forth in the first two
      sentences of Section 6 of the Warrant (unless the Holder has otherwise notified
      the Company in writing).

     

    Name
      of
      Registered Holder of this Warrant

    


    
      	
              By:

            	
                 

            	 	
              Date:

            	
                 

            
	
              Name:

            	 	 	 	 
	
              Title:

            	 	 	 	 


    

    
       

      
        

      

    

    1
       No
      such
      condition applies if left blank

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ACKNOWLEDGMENT

    


    The
      Company hereby acknowledges this Exercise Notice and hereby directs [TRANSFER
      AGENT] to issue the above indicated number of shares of Common Stock in
      accordance with the Transfer Agent Instructions dated ________________, 200_
      from the Company and acknowledged and agreed to by [TRANSFER
      AGENT].

    


    
      	
              SONTERRA
                RESOURCES, INC.

            	 
	 	 	 
	 	 	 
	
              By:
                

            	
                

            	 
	
              Name:
                

            	
                

            	 
	
              Title:
                

            	
                

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B TO WARRANT

    


    FORM
      OF
      WARRANT POWER

    


    FOR
      VALUE
      RECEIVED, the undersigned does hereby assign and transfer to ________________,
      Federal Identification No. __________, a warrant to purchase ____________ shares
      of the capital stock of Sonterra Resources, Inc., a Delaware corporation,
      represented by warrant certificate no. _____, standing in the name of the
      undersigned on the books of said corporation. The undersigned does hereby
      irrevocably constitute and appoint ______________, attorney to transfer the
      warrants of said corporation, with full power of substitution in the
      premises.

    


    Dated:
      _________, 200_

    


    
      	
               

            	 
	 	 
              	 
	
              Name:

            	
               

            	 
	
              Title: