Exhibit 10.17

                                WARRANT AGREEMENT


THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE  HEREOF
HAVE NOT BEEN  REGISTERED  UNDER  EITHER THE  SECURITIES  ACT OF 1933 ("ACT") OR
APPLICABLE STATE SECURITIES LAWS ("STATE ACTS") AND SHALL NOT BE SOLD,  PLEDGED,
HYPOTHECATED,   DONATED,   OR   OTHERWISE   TRANSFERRED   (WHETHER  OR  NOT  FOR
CONSIDERATION)  BY THE  HOLDER  EXCEPT  UPON THE  ISSUANCE  TO THE  COMPANY OF A
FAVORABLE  OPINION OF COUNSEL OR  SUBMISSION  TO THE COMPANY OF SUCH EVIDENCE AS
MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY,  IN EACH SUCH CASE, TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

              WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK

                     IMPERIAL PETROLEUM RECOVERY CORPORATION
                              A Nevada Corporation
                           1970 South Starpoint Drive
                              Houston, Texas 77032

                     Not Transferable or Exercisable Except
                        Upon Conditions Herein Specified

IMPERIAL  PETROLEUM  RECOVERY  CORPORATION,  a Nevada  corporation  ("Company"),
hereby certifies that  ____________,  is on the books of the Company  maintained
for such  purposes,  as the  registered  holder  hereof  ("Holder"),  for  value
received,  is entitled to purchase from the Company the number of fully paid and
non-assessable shares of Common Stock of the Company,  $.001 par value ("Shares"
or "Common  Stock"),  stated above at the purchase  price per Share set forth in
Section  1(b) below (the number of Shares and  Exercise  Price being  subject to
adjustment  as  hereinafter  provided)  upon the  terms  and  conditions  herein
provided.  This  Warrant is being  issued  pursuant  the  Subscription  and Note
agreement  herewith  (the  "Agreement"),  to which the  Company  and  Holder are
parties.  Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.

         1. EXERCISE OF WARRANTS.

         (a) Subject to subsection (b) of this Section 1, upon  presentation and
surrender  of this  Warrant  Agreement,  with the  attached  Purchase  Form duly
executed,  at the principal office of the Company, or at such other place as the
Company may designate by notice to the Holder hereof, together with the original
convertible Note and a certified or bank cashier's check payable, at the time of
exercise,  to the order of the Company in the amount of the Exercise Price times
the  number  of  Shares  being  purchased  in  addition  to  conversion  of  the
Convertible Note. The Company shall deliver to the Holder hereof, as promptly as
practicable,  certificates representing the Shares being purchased. This Warrant
may be  exercised in whole or in part;  and, in case of exercise  hereof in part
only,  the  Company,  upon  surrender  hereof,  will deliver to the Holder a new
Warrant  Agreement or Warrant  Agreements of like tenor  entitling the Holder to
purchase the number of Shares as to which this Warrant has not been exercised.

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         (b) This  Warrant may be  exercised  at a price of $0.15 per share (the
"Exercise Price"); PROVIDED HOWEVER, that the Exercise Price shall be subject to
adjustment  pursuant to Section 6(b).  This Warrant shall expire at the close of
business on _____________________ ___ , 2008.

         2. TRANSFER OF WARRANT.

         This Warrant may not be sold, transferred,  hypothecated,  or assigned,
in whole or in part, without the prior written consent of the Company.

         3. RIGHTS AND OBLIGATIONS OF WARRANT HOLDER.

         (a) The Holder of this Warrant  Agreement  shall not, by virtue hereof,
be entitled to any rights of a stockholder  in the Company,  either at law or in
equity;  PROVIDED,  HOWEVER, that in the event that any certificate representing
the Shares is issued to the Holder hereof upon  exercise of this  Warrant,  such
Holder shall, for all purposes, be deemed to have become the holder of record of
such Shares on the date on which this Warrant  Agreement,  together  with a duly
executed  Purchase Form, was  surrendered  and payment of the Exercise Price was
made, irrespective of the date of delivery of such Share certificate. The rights
of the Holder of this  Warrant  are  limited to those  expressed  herein and the
Holder of this Warrant,  by his acceptance hereof,  consents to and agrees to be
bound  by and to  comply  with all the  provisions  of this  Warrant  Agreement,
including,  without  limitation,  all the  obligations  imposed  upon the Holder
herein.  In addition,  the Holder of this Warrant  Agreement,  by accepting  the
same,  agrees  that the Company may deem and treat the person in whose name this
Warrant Agreement is registered on the books of the Company  maintained for such
purposes as the  absolute,  true and lawful owner for all  purposes  whatsoever,
notwithstanding  any  notation of ownership or other  writing  thereon,  and the
Company shall not be affected by any notice to the contrary.

         (b) No Holder of this  Warrant  Agreement  shall be entitled to vote or
receive  dividends  or to be deemed the holder of Shares  for any  purpose,  nor
shall anything  contained in this Warrant  Agreement be construed to confer upon
any Holder of this Warrant  Agreement any of the rights of a stockholder  of the
Company  or any right to vote,  give or  withhold  consent  to any action by the
Company, whether upon any recapitalization,  issue of stock, reclassification of
stock,  consolidation,  merger,  conveyance  or  otherwise,  receive  notice  of
meetings or other action affecting stockholders (except for notices provided for
herein),  receive  dividends,  subscription  rights,  or  otherwise,  until this
Warrant shall have been exercised and the Shares  purchasable  upon the exercise
thereof shall have become  deliverable as provided  herein;  PROVIDED,  HOWEVER,
that any such exercise on any date when the stock  transfer books of the Company
shall be closed shall  constitute the person in whose name the  certificate  for
those Shares are to be issued as the record  holder  thereof for all purposes at
the opening of business on the next  succeeding day on which such stock transfer
books are open,  and the  Warrant  surrendered  shall not be deemed to have been
exercised, in whole or in part as the case may be, until the next succeeding day
on  which  stock  transfer  books  are  open  for  the  purpose  of  determining
entitlement to dividends on the Company's common stock.

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         4. SHARES UNDERLYING WARRANTS.

         The  Company  covenants  and  agrees  that all  Shares  delivered  upon
exercise of this Warrant shall, upon delivery and payment therefor,  be duly and
validly authorized and issued,  fully paid and on-assessable,  and free from all
stamp taxes, liens and charges with respect to the purchase thereof.

         5. DISPOSITION OF WARRANTS OR SHARES; REGISTRATION RIGHT.

         (a) The Holder of this Warrant  Agreement and any transferee  hereof or
of the Shares  issuable  upon the  exercise of the Warrant  Agreement,  by their
acceptance hereof,  hereby understand and agree that the Warrant, and the Shares
issuable upon the exercise hereof, have not been registered under either the Act
or State  Acts  and  shall  not be sold,  pledged,  hypothecated,  or  otherwise
transferred  (whether or not for consideration)  except upon the issuance to the
Company  of an opinion of counsel  favorable  to the  Company or its  counsel or
submission to the Company of such evidence as may be satisfactory to the Company
or its counsel,  in each such case, to the effect that any such  transfer  shall
not be in violation of the Act or the State Acts. It shall be a condition to the
transfer of this Warrant  that any  transferee  of this  Warrant  deliver to the
Company  his  written  agreement  to accept and be bound by all of the terms and
conditions of this Warrant Agreement.  The Holder  acknowledges that the Company
has  granted  registration  rights  as  described  in  the  Registration  Rights
Agreement that is part of the Agreement.

         (b) The stock certificates of the Company that will evidence the shares
of Common Stock with respect to which this  Warrant may be  exercisable  will be
imprinted with a conspicuous legend in substantially the following form:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER EITHER THE SECURITIES ACT OF 1933 ("ACT") OR
                  THE  SECURITIES  LAWS  OF  ANY  STATE  ("STATE  ACTS").   SUCH
                  SECURITIES  SHALL  NOT  BE  SOLD,  PLEDGED,  HYPOTHECATED,  OR
                  OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR  CONSIDERATION) AT
                  ANY TIME WHATSOEVER  EXCEPT UPON REGISTRATION OR UPON DELIVERY
                  TO THE  COMPANY OF AN OPINION OF ITS COUNSEL  SATISFACTORY  TO
                  THE COMPANY OR ITS COUNSEL THAT  REGISTRATION  IS NOT REQUIRED
                  FOR SUCH TRANSFER OR THE  SUBMISSION OF SUCH OTHER EVIDENCE AS
                  MAY BE  SATISFACTORY  TO THE  COMPANY  OR ITS  COUNSEL  TO THE
                  EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
                  ACT,  STATE  ACTS  OR  ANY  RULE  OR  REGULATION   PROMULGATED
                  THEREUNDER."


         6. ADJUSTMENTS.

         The number of Shares  purchasable  upon the exercise of each Warrant is
subject to adjustment from time to time upon the occurrence of any of the events
enumerated below:

         (a) If at any time after the date of this  Warrant  and so long as this
Warrant is  outstanding,  there is a reverse  stock split  (combination),  stock
split, stock dividend,  subdivision, or similar distribution with respect to the
Common Stock,  or a combination  of the Common Stock,  then, in such event,  the
Exercise Price shall be adjusted in accordance with (b) below.

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         (b)  Immediately  upon  the  effective  date  of  any  event  requiring
adjustment  pursuant to (a), the Company shall adjust the Exercise Price then in
effect (to the nearest whole cent) as follows:

                           i) in  the  event  such  adjustment  is  caused  by a
                  forward stock split,  stock  dividend,  subdivision,  or other
                  similar  distribution of shares of Common Stock,  the Exercise
                  Price in effect,  immediately  prior to the effective  date of
                  such event shall be  decreased  to an amount  which shall bear
                  the same relation to the Exercise Price in effect  immediately
                  prior to such  event as the  total  number of shares of Common
                  Stock outstanding immediately prior to such event bears to the
                  total number of shares of Common Stock outstanding immediately
                  after such event;

                           ii) in the  event  such  adjustment  is  caused  by a
                  combination  of shares of Common Stock,  the Exercise Price in
                  effect  immediately  prior  to the  close of  business  on the
                  effective  date of such event shall be  increased to an amount
                  which shall bear the same  relation to the  Exercise  Price in
                  effect  immediately prior to such event as the total number of
                  shares of Common Stock  outstanding  immediately prior to such
                  event  bears to the total  number  of  shares of Common  Stock
                  outstanding immediately after such event.

         (c) Upon each  adjustment of the Exercise  Price pursuant to (b) above,
the Warrant  outstanding  prior to such  adjustment in the Exercise  Price shall
thereafter evidence the right to purchase,  at the adjusted Exercise Price, that
number of shares of Common Stock (calculated to the nearest hundredth)  obtained
by (i)  multiplying  the number of shares of Common Stock issuable upon exercise
of the Warrant  prior to  adjustment  of the number of shares of Common Stock by
the Exercise  Price in effect prior to adjustment of the Exercise Price and (ii)
dividing  the  product so obtained by the  Exercise  Price in effect  after such
adjustment of the exercise price.

         (d) In case the Company (i) consolidates  with or merges into any other
entity and is not the continuing or surviving  entity of such  consolidation  or
merger,  or (ii) permits any other entity to consolidate  with or merge into the
Company  and  the  Company  is the  continuing  or  surviving  Company  but,  in
connection with such  consolidation or merger,  the Common Stock is changed into
or exchanged for common stock or other securities of any other entity or cash or
any other assets,  or (iii) transfers all or substantially all of its properties
and  assets  to  any  other  entity,   or  (iv)  effects  a  reorganization   or
reclassification  of the  equity of the  Company  in such a way that  holders of
Common Stock shall be entitled to receive stock, securities, cash or assets with
respect to or in exchange for Common  Stock,  then,  and in each such case,  the
Company shall provide Holder with not less than 60 days notice of such event and
Holder must within said 60 day notice  period  exercise  this Warrant and Holder
shall,  after exercise of this Warrant receive the appropriate  number of shares
of Common Stock and shall be entitled to receive,  consistent with the number of
shares held by Holder, the stock and other securities, cash and assets paid upon
consummation  of  such  consolidation,   merger,  transfer,   reorganization  or
reclassification.  Failure of Holder to so exercise  this Warrant  within the 60
day notice period shall result in the  extinguishments of any and all rights set
forth in this Warrant but shall not, in any manner,  void,  affect or extinguish
the  entitlement  of Holder  to  repayment  of the Note and any and all  accrued
interest or other entitlement set forth in the Note.

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         7. LOSS OR DESTRUCTION.

         Upon  receipt  of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction or mutilation of this Warrant  Agreement and, in the case of
any such loss, theft or destruction,  upon delivery of an indemnity agreement or
bond  satisfactory in form,  substance and amount to the Company or, in the case
of any  such  mutilation,  upon  surrender  and  cancellation  of  this  Warrant
Agreement,  the Company will execute and deliver, in lieu thereof, a new Warrant
Agreement of like tenor.

         8. SURVIVAL.

         The various  rights and  obligations  of the Holder hereof as set forth
herein shall  survive the exercise of the  Warrants  represented  hereby and the
surrender of this Warrant Agreement.

         9. NOTICES.

         Whenever  any  notice,   payment  of  any  purchase   price,  or  other
communication  is  required  to be given or  delivered  under  the terms of this
Warrant,  it shall be in writing and delivered by hand delivery or United States
registered or certified  mail,  return receipt  requested,  postage  prepaid (or
similar  delivery if outside of the United  States),  and will be deemed to have
been  given  or  delivered  on the date  such  notice,  purchase  price or other
communication  is so  delivered  or posted,  as the case may be;  and, if to the
Company, it will be addressed to the address specified on the cover page hereof,
and if to the Holder,  it will be addressed to the registered Holder at its, his
or her address as it appears on the books of the Company.


                          IMPERIAL PETROLEUM RECOVERY CORPORATION


                          By: /s/  Alan B. Springer
                          -------------------------------------------
                                   Alan B. Springer, Chairman and CEO

                          HOLDER:


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



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                    WARRANT EXERCISE AND STOCK PURCHASE FORM
                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)


To IMPERIAL PETROLEUM RECOVERY CORPORATION:

         The undersigned, the holder of the enclosed Warrant, hereby irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  __________*  shares of Common Stock of Imperial Petroleum
Recovery Corporation and herewith makes payment of:

         I am including a cashier's  or certified  bank check in the amount of $
         ________________.

         I request  that the  certificate  or  certificates  for such  shares be
         issued in the name of and delivered to the undersigned.

Dated:_____________________                  SSN#________-________-________


_________________________________________________________
Signature  (Must conform in all respects to the name of
Holder as specified on the face of the enclosed Warrant)

Address_______________________________________________________________________

City__________________________________ State  _____ Zip Code

(*)      Insert here not greater than the number of shares listed on the face of
         the Warrant  without  making any  adjustment  for  additional  or fewer
         shares of Common Stock  pursuant to the  adjustment  provisions  of the
         Warrant Agreement. Such adjustments will be made by the Company.


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