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                                WARRANT AGREEMENT



                                     between



                               GMX RESOURCES INC.

                                       and

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



                          Dated as of ___________, 2001



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             This Agreement, dated as of ___________, 2001, is between GMX
Resources Inc., an Oklahoma corporation (the "Company") and UMB Bank, n.a., a
national banking association, (the "Warrant Agent").

             The Company, at or about the time that it is entering into this
Agreement, proposes to issue and sell to public investors up to 1,437,500 Units
("Units"). Each Unit consists of one share of Common Stock of the Company
("Common Stock") and one Class A Warrant (collectively, the "Class A Warrants"),
each Class A Warrant exercisable to purchase one share of Common Stock and, if
exercised prior to _____________, 2002, one Class B Warrant (collectively, the
"Class B Warrants") for the Exercise Price (hereinafter defined) upon the terms
and conditions and subject to adjustment in certain circumstances, all as set
forth in this Agreement. The Class A Warrants and the Class B Warrants are
hereinafter referred to, collectively, as the "Warrants".

             The Company proposes to issue to the Representative of the
Underwriters in the public offering of Units referred to above warrants to
purchase up to 125,000 additional Units.

             The Company wishes to retain the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange and replacement of the certificates evidencing the
Warrants to be issued under this Agreement (the "Warrant Certificates") and the
exercise of the Warrants;

             The Company and the Warrant Agent wish to enter into this Agreement
to set forth the terms and conditions of the Warrants and the rights of the
holders thereof ("Warrantholders") and to set forth the respective rights and
obligations of the Company and the Warrant Agent. Each Warrantholder is an
intended beneficiary of this Agreement with respect to the rights of
Warrantholders herein.


             NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

Section 1.  APPOINTMENT OF WARRANT AGENT

             The Company appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions in this Agreement and the Warrant
Agent accepts such appointment.

Section 2.  DATE, DENOMINATION AND EXECUTION OF WARRANT CERTIFICATES

             The Warrant Certificates (and the Form of Election to Purchase and
the Form of Assignment to be printed on the reverse thereof) shall be in
registered form only and shall be substantially of the tenor and purport recited
in Exhibits A (with respect to Class A Warrants) and B (with respect to Class B
Warrants) hereto, and may have such letters, numbers or other marks of
identification or designation and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law, or with any rule or regulation made pursuant
thereto, or with any rule or regulation of any stock exchange on which the
Common Stock or the Warrants may be listed or any automated quotation system, or
to conform to usage. Each Class A Warrant Certificate shall entitle the
registered holder thereof, subject to the provisions of this Agreement and of
the Warrant Certificate, to purchase, on or before the close of business on
____________ , 2002, one fully paid and non-assessable share of Common Stock and
one Class B Warrant for each Warrant evidenced by such Warrant Certificate for
$________, provided, however, that, unless and until not less than 100,000
Class A Warrants have been exercised on or before the close of business on
______________, 2002, neither the Company nor the Warrant Agent shall be
obligated to issue or deliver, on exercise of Class A Warrants, any Class B
Warrants; and further provided


                                      2
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that if, but only if, at any time on or before the close of business on
_____________, 2002, not less than 100,000 Class A Warrants shall have been
exercised, the Company shall cause the Warrant Agent to issue and deliver to
any person who formerly exercised Class A Warrants and, pursuant to the
provisions of this sentence, did not receive Class B Warrants upon such
exercise, one Class B Warrant for each Class A Warrant so exercised. At any
time after the close of business on __________, 2002 and on or before the
close of business on ____________, 2006 (the "Expiration Date") each Class A
Warrant Certificate shall entitle the registered holder thereof, subject to
the provisions of this Agreement and of the Warrant Certificate, to purchase
one fully paid and non-assessable share of Common Stock for each Warrant
evidenced by such Warrant Certificate for $________ . The exercise price of
the Class A Warrants (the "Exercise Price") is subject to adjustments as
provided in Sections 6 hereof. Each Class B Warrant Certificate shall entitle
the registered holder thereof, subject to the provisions of this Agreement
and of the Warrant Certificate, to purchase, on or before the close of
business on the Expiration Date, one fully paid and non-assessable share of
Common Stock for each Warrant evidenced by such Warrant Certificate for $_____,
subject to adjustments as provided in Sections 6 hereof, (the "Class B
Exercise Price"). Each Class A Warrant Certificate issued as a part of a Unit
offered to the public as described in the recitals, above, shall be dated
__________ __, 2001; each other Class A Warrant Certificate and each Class B
Warrant Certificate shall be dated the date on which the Warrant Agent
receives valid issuance instructions from the Company or a transferring
holder of a Warrant Certificate or, if such instructions specify another
date, such other date.

             For purposes of this Agreement, the term "close of business" on any
given date shall mean 5:00 p.m., Eastern time, on such date; provided, however,
that if such date is not a business day, it shall mean 5:00 p.m., Eastern time,
on the next succeeding business day. For purposes of this Agreement, the term
"business day" shall mean any day other than a Saturday, Sunday, or a day on
which banking institutions in New York, New York are authorized or obligated by
law to be closed.

             Each Warrant Certificate shall be executed on behalf of the Company
by the Chairman of the Board or its President or a Vice President, either
manually or by facsimile signature printed thereon, and have affixed thereto the
Company's seal or a facsimile thereof which shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature. Each Warrant Certificate shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so countersigned. In
case any officer of the Company who shall have signed any Warrant Certificate
shall cease to be such officer of the Company before countersignature by the
Warrant Agent and issue and delivery thereof by the Company, such Warrant
Certificate, nevertheless, may be countersigned by the Warrant Agent, issued and
delivered with the same force and effect as though the person who signed such
Warrant Certificate had not ceased to be such officer of the Company.

Section 3.  SUBSEQUENT ISSUE OF WARRANT CERTIFICATES

             Subsequent to their original issuance, no Warrant Certificates
shall be reissued except (i) Warrant Certificates issued upon transfer thereof
in accordance with Section 4 hereof, (ii) Warrant Certificates issued upon any
combination, split-up or exchange of Warrant Certificates pursuant to Section 4
hereof, (iii) Warrant Certificates issued in replacement of mutilated,
destroyed, lost or stolen Warrant Certificates pursuant to Section 5 hereof,
(iv) Warrant Certificates issued upon the partial exercise of Warrant
Certificates pursuant to Section 7 hereof, and (v) Warrant Certificates issued
to reflect any adjustment or change in the Exercise Price or the number or kind
of shares purchasable thereunder pursuant to Section 22 hereof. The Warrant
Agent is hereby irrevocably authorized to countersign and deliver, in accordance
with the provisions of said Sections 4, 5, 7 and 22, the new Warrant
Certificates required for purposes thereof, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates
duly executed on behalf of the Company for such purposes.

Section 4.  TRANSFERS AND EXCHANGES OF WARRANT CERTIFICATES

             The Warrant Agent will keep or cause to be kept books for
registration of ownership and transfer of the Warrant Certificates issued
hereunder. Such registers shall show the names and addresses of the respective
holders of the Warrant Certificates and the kind and number of Warrants
evidenced by each such Warrant Certificate.


                                      3
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             The Warrant Agent shall, from time to time, register the transfer
of any outstanding Warrants upon the books to be maintained by the Warrant Agent
for that purpose, upon surrender of the Warrant Certificate evidencing such
Warrants, with the Form of Assignment duly filled in and executed with such
signature guaranteed by a banking institution or NASD member and such supporting
documentation as the Warrant Agent or the Company may reasonably require, to the
Warrant Agent at its stock transfer office in Kansas City, Missouri at any time
on or before the Expiration Date, and upon payment to the Warrant Agent for the
account of the Company of an amount equal to any applicable transfer tax.
Payment of the amount of such tax may be made in cash, or by certified or
official bank check, payable in lawful money of the United States of America to
the order of the Company.

             Upon receipt of a Warrant Certificate, with the Form of Assignment
duly filled in and executed, accompanied by payment of an amount equal to any
applicable transfer tax, the Warrant Agent shall promptly cancel the surrendered
Warrant Certificate and countersign and deliver to the transferee a new Warrant
Certificate for the number of full Class A Warrants or Class Be Warrants, as the
case may be, transferred to such transferee; PROVIDED, HOWEVER, that in case the
registered holder of any Warrant Certificate shall elect to transfer fewer than
all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent in
addition shall promptly countersign and deliver to such registered holder a new
Warrant Certificate or Certificates for the number of full Class A Warrants or
Class B Warrants, as the case may be, not so transferred.

             Any Warrant Certificate or Certificates may be exchanged at the
option of the holder thereof for another Warrant Certificate or Certificates of
different denominations, of like tenor and representing in the aggregate the
same kind and number of Warrants, upon surrender of such Warrant Certificate or
Certificates, with the Form of Assignment duly filled in and executed, to the
Warrant Agent, at any time or from time to time after the close of business on
the date hereof and prior to the close of business on the Expiration Date. The
Warrant Agent shall promptly cancel the surrendered Warrant Certificate and
deliver the new Warrant Certificate pursuant to the provisions of this Section.

Section 5.  MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES

             Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
any Warrant Certificate, and in the case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and reimbursement to them
of all reasonable expenses incidental thereto, and, in the case of mutilation,
upon surrender and cancellation of the Warrant Certificate, the Warrant Agent
shall countersign and deliver a new Warrant Certificate of like tenor for the
same kind and number of Warrants.

Section 6.  ADJUSTMENTS OF NUMBER AND KIND OF SHARES PURCHASABLE AND EXERCISE
            PRICE

             The number and kind of securities or other property purchasable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the occurrence, after the date hereof, of any of the following events:

    A. In case the Company shall (1) pay a dividend in, or make a distribution
of, shares of capital stock on its outstanding Common Stock, (2) subdivide its
outstanding shares of Common Stock into a greater number of such shares or (3)
combine its outstanding shares of Common Stock into a smaller number of such
shares, the total number of shares of Common Stock purchasable upon the exercise
of each Class A Warrant outstanding immediately prior thereto and each Class B
Warrant, whether outstanding prior thereto or subsequently issued on exercise of
Class A Warrants shall be adjusted so that the holder of any Warrant Certificate
thereafter surrendered for exercise shall be entitled to receive at the same
aggregate Exercise Price the number of shares of capital stock (of one or more
classes) which such holder would have owned or have been entitled to receive
immediately following the happening of any of the events described above had
such Warrant been exercised in full immediately prior to the record date with
respect to such event. The above adjustment shall not affect the number of Class
B Warrants issuable on exercise of any Class A Warrant. Any adjustment made
pursuant to this Subsection shall, in the case of a stock dividend or
distribution, become effective as of the record date therefor and, in the case
of a subdivision or combination, be made as of the effective date thereof. If,
as a result of an adjustment made pursuant


                                      4
<PAGE>


to this Subsection, the holder of any Warrant Certificate thereafter
surrendered for exercise shall become entitled to receive shares of two or
more classes of capital stock of the Company, the Board of Directors of the
Company (whose determination shall be conclusive and shall be evidenced by a
Board resolution filed with the Warrant Agent) shall determine the allocation
of the adjusted Exercise Price between or among shares of such classes of
capital stock.

    B. In the event of a capital reorganization or a reclassification of the
Common Stock (except as provided in Subsection A. above or Subsection E. below),
any Warrantholder, upon exercise of Warrants, shall be entitled to receive, in
substitution for the Common Stock to which he would have become entitled upon
exercise immediately prior to such reorganization or reclassification, the
shares (of any class or classes) or other securities or property of the Company
(or cash) that he would have been entitled to receive at the same aggregate
Exercise Price upon such reorganization or reclassification if such Warrants had
been exercised immediately prior to the record date with respect to such event;
and in any such case, appropriate provision (as determined by the Board of
Directors of the Company, whose determination shall be conclusive and shall be
evidenced by a certified Board resolution filed with the Warrant Agent) shall be
made for the application of this Section 6 with respect to the rights and
interests thereafter of the Warrantholders (including but not limited to the
allocation of the Exercise Price between or among shares of classes of capital
stock), to the end that this Section 6 (including the adjustments of the number
of shares of Common Stock or other securities purchasable and the Exercise Price
thereof) shall thereafter be reflected, as nearly as reasonably practicable, in
all subsequent exercises of the Warrants for any shares or securities or other
property (or cash) thereafter deliverable upon the exercise of the Warrants. The
above adjustment shall not affect the number of Class B Warrants issuable on
exercise of any Class A Warrant.

    C. Whenever the number of shares of Common Stock or other securities
purchasable upon exercise of a Warrant is adjusted as provided in this Section
6, the Company will promptly file with the Warrant Agent a certificate signed by
a Chairman or co-Chairman of the Board or the President or a Vice President of
the Company and by the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary of the Company setting forth the number and kind of
securities or other property purchasable upon exercise of a Class A Warrant and
a Class B Warrant, as so adjusted, stating that such adjustments in the number
or kind of shares or other securities or property conform to the requirements of
this Section 6, and setting forth a brief statement of the facts accounting for
such adjustments. Promptly after receipt of such certificate, the Company, or
the Warrant Agent at the Company's request, will deliver, by first-class,
postage prepaid mail, a brief summary thereof (to be supplied by the Company) to
the registered holders of the outstanding Warrant Certificates; PROVIDED,
HOWEVER, that failure to file or to give any notice required under this
Subsection, or any defect therein, shall not affect the legality or validity of
any such adjustments under this Section 6; and PROVIDED, FURTHER, that, where
appropriate, such notice may be given in advance and included as part of the
notice required to be given pursuant to Section 12 hereof.

    D. In case of any consolidation of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger which
does not result in any reclassification or change of the outstanding Common
Stock), or in case of any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety, the
corporation formed by such consolidation or merger or the corporation which
shall have acquired such assets, as the case may be, shall execute and deliver
to the Warrant Agent a supplemental warrant agreement providing that the holder
of each Warrant then outstanding shall have the right thereafter (until the
expiration of such Warrant) to receive, upon exercise of such Warrant, solely
the kind and amount of shares of stock and other securities and property (or
cash) receivable upon such consolidation, merger, sale or transfer by a holder
of the number of shares of Common Stock of the Company for which such Warrant,
and, in the case of the exercise of a Class A Warrant, the Class B Warrant for
which such Class A Warrant would otherwise have been exercisable, might have
been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental warrant agreement shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided in this Section. The above provision of this Subsection shall similarly
apply to successive consolidations, mergers, sales or transfers.


                                      5
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             The Warrant Agent shall not be under any responsibility to
determine the correctness of any provision contained in any such supplemental
warrant agreement relating to either the kind or amount of shares of stock or
securities or property (or cash) purchasable by holders of Warrant
Certificates upon the exercise of their Warrants after any such consolidation,
merger, sale or transfer or of any adjustment to be made with respect thereto,
but subject to the provisions of Section 20 hereof, may accept as conclusive
evidence of the correctness of any such provisions, and shall be protected in
relying upon, a certificate of a firm of independent certified public
accountants (who may be the accountants regularly employed by the Company)
with respect thereto.

    E. Irrespective of any adjustments in the number or kind of shares
issuable upon exercise of Warrants, Warrant Certificates theretofore or
thereafter issued may continue to express the same price and number and kind
of shares as are stated in the similar Warrant Certificates initially issuable
pursuant to this Warrant Agreement.

    F. The Company may retain a firm of independent public accountants of
recognized standing, which may be the firm regularly retained by the Company,
selected by the Board of Directors of the Company or the Executive Committee
of said Board, and not disapproved by the Warrant Agent, to make any
computation required under this Section, and a certificate signed by such firm
shall, in the absence of fraud or gross negligence, be conclusive evidence of
the correctness of any computation made under this Section.

    G. For the purpose of this Section, the term "Common Stock" shall mean (i)
the Common Stock or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value. In the event that at any time as a result of an adjustment made
pursuant to this Section, the holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of such other
shares so receivable upon exercise of any Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
this Section, and all other provisions of this Agreement, with respect to the
Common Stock, shall apply on like terms to any such other shares.

    H. The Company may, from time to time and to the extent permitted by law,
reduce the exercise price of the Class A Warrants or Class B Warrants by any
amount for a period of not less than 20 days. If the Company so reduces the
exercise price of such Warrants, it will give not less than 15 days' notice of
such decrease, which notice may be in the form of a press release, and shall
take such other steps as may be required under applicable law in connection
with any offers or sales of securities at the reduced price.

Section 7. EXERCISE OF WARRANTS

             The registered holder of any Warrant Certificate may exercise the
Warrants evidenced thereby, in whole at any time or in part from time to time
at or prior to the close of business, on the Expiration Date, subject to the
provisions of Section 9, at which time the Warrant Certificates shall be and
become wholly void and of no value. Warrants may be exercised by their holders
or redeemed by the Company as follows:

    A. Exercise of Warrants shall be accomplished upon surrender of the
Warrant Certificate evidencing such Warrants, with the Form of Election to
Purchase on the reverse side thereof duly filled in and executed, to the
Warrant Agent at its stock transfer office in Kansas City, Missouri, together
with payment to the Company of the Exercise Price (as of the date of such
surrender) of the Warrants then being exercised and an amount equal to any
applicable transfer tax and, if requested by the Company, any other taxes or
governmental charges which the Company may be required by law to collect in
respect of such exercise. Payment of the Exercise Price and other amounts may
be made by wire transfer of good funds, or by certified or bank cashier's
check, payable in lawful money of the United States of America to the order of
the Company. No adjustment shall be made for any cash dividends, whether paid
or declared, on any securities issuable upon exercise of a Warrant.

    B. Upon receipt of a Warrant Certificate, with the Form of Election to
Purchase duly filled in and executed, accompanied by payment of the Exercise
Price of the Warrants being exercised (and of an amount equal to any

                                       6

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applicable taxes or government charges as aforesaid), the Warrant Agent shall
promptly request from the Transfer Agent with respect to the securities to be
issued and deliver to or upon the order of the registered holder of such
Warrant Certificate, in such name or names as such registered holder may
designate, a certificate or certificates for the number of full shares of the
securities to be purchased, together with cash made available by the Company
pursuant to Section 8 hereof in respect of any fraction of a share of such
securities otherwise issuable upon such exercise. If the Warrant is then
exercisable to purchase property other than securities, the Warrant Agent
shall take appropriate steps to cause such property to be delivered to or upon
the order of the registered holder of such Warrant Certificate. In addition,
if it is required by law and upon instruction by the Company, the Warrant
Agent will deliver to each Warrantholder a prospectus which complies with the
provisions of Section 9 of the Securities Act of 1933 and the Company agrees
to supply Warrant Agent with sufficient number of prospectuses to effectuate
that purpose.

    C. In case the registered holder of any Warrant Certificate shall exercise
fewer than all of the Warrants evidenced by such Warrant Certificate, the
Warrant Agent shall promptly countersign and deliver to the registered holder
of such Warrant Certificate, or to his duly authorized assigns, a new Warrant
Certificate or Certificates evidencing the number of Warrants that were not so
exercised.


    D. Each person in whose name any certificate for securities is issued upon
the exercise of Warrants shall for all purposes be deemed to have become the
holder of record of the securities represented thereby as of, and such
certificate shall be dated, the date upon which the Warrant Certificate was
duly surrendered in proper form and payment of the Exercise Price (and of any
applicable taxes or other governmental charges) was made; PROVIDED, HOWEVER,
that if the date of such surrender and payment is a date on which the stock
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares as of, and the certificate for such
shares shall be dated, the next succeeding business day on which the stock
transfer books of the Company are open (whether before, on or after the
Expiration Date) and the Warrant Agent shall be under no duty to deliver the
certificate for such shares until such date. The Company covenants and agrees
that it shall not cause its stock transfer books to be closed for a period of
more than 20 consecutive business days except upon consolidation, merger, sale
of all or substantially all of its assets, dissolution or liquidation or as
otherwise provided by law.

Section 8.  FRACTIONAL INTERESTS

             The Company shall not be required to issue any Warrant
Certificate evidencing a fraction of a Warrant or to issue fractions of shares
of securities on the exercise of the Warrants. If any fraction (calculated to
the nearest one-hundredth) of a Warrant or a share of securities would, except
for the provisions of this Section, be issuable on the exercise of any
Warrant, the Company shall, at its option, either purchase such fraction for
an amount in cash equal to the current value of such fraction computed on the
basis of the closing market price (as quoted on NASDAQ) on the trading day
immediately preceding the day upon which such Warrant Certificate was
surrendered for exercise in accordance with Section 7 hereof or issue the
required fractional Warrant or share. By accepting a Warrant Certificate, the
holder thereof expressly waives any right to receive a Warrant Certificate
evidencing any fraction of a Warrant or to receive any fractional share of
securities upon exercise of a Warrant, except as expressly provided in this
Section 8.

Section 9.  RESERVATION OF EQUITY SECURITIES

             The Company covenants that it will at all times reserve and keep
available, free from any pre-emptive rights, out of its authorized and
unissued equity securities, solely for the purpose of issue upon exercise of
the Warrants, such number of shares of equity securities of the Company as
shall then be issuable upon the exercise of all outstanding Warrants ("Equity
Securities"). The Company covenants that all Equity Securities which shall be
so issuable shall, upon such issue, be duly authorized, validly issued, fully
paid and non-assessable.

             The Company covenants that if any equity securities, required to
be reserved for the purpose of issue upon exercise of the Warrants hereunder,
require registration with or approval of any governmental authority under any
federal or state law before such shares may be issued upon exercise of
Warrants, the Company will use all

                                       7

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commercially reasonable efforts to cause such securities to be duly
registered, or approved, as the case may be, and, to the extent practicable,
take all such action in anticipation of and prior to the exercise of the
Warrants, including, without limitation, filing any and all post-effective
amendments to the Company's Registration Statement on Form SB-2 (Registration
No. 333-49328) necessary to permit a public offering of the securities
underlying the Warrants at any and all times during the term of this
Agreement, PROVIDED, HOWEVER, that in no event shall such securities be
issued, and the Company is authorized to refuse to honor the exercise of any
Warrant, if such exercise would result in the opinion of the Company's Board
of Directors, upon advice of counsel, in the violation of any law; and
PROVIDED FURTHER that, in the case of a Warrant exercisable solely for
securities listed on a securities exchange or for which there are at least two
independent market makers, in lieu of obtaining such registration or approval,
the Company may elect to redeem Warrants submitted to the Warrant Agent for
exercise for a price equal to the difference between the aggregate low asked
price, or closing price, as the case may be, of the securities for which such
Warrant is exercisable on the date of such submission and the Exercise Price
of such Warrants; in the event of such redemption, the Company will pay to the
holder of such Warrants the above-described redemption price in cash within 10
business days after receipt of notice from the Warrant Agent that such
Warrants have been submitted for exercise.

Section 10.  REDUCTION OF CONVERSION PRICE BELOW PAR VALUE

             Before taking any action that would cause an adjustment pursuant
to Section 6 hereof reducing the portion of the Exercise Price required to
purchase one share of capital stock below the then par value (if any) of a
share of such capital stock, the Company will use its best efforts to take any
corporate action which, in the opinion of its counsel, may be necessary in
order that the Company may validly and legally issue fully paid and
non-assessable shares of such capital stock.

Section 11.  PAYMENT OF TAXES

             The Company covenants and agrees that it will pay when due and
payable any and all federal and state documentary stamp and other original
issue taxes which may be payable in respect of the original issuance of the
Warrant Certificates, or any shares of Common Stock or other securities upon
the exercise of Warrants. The Company shall not, however, be required (i) to
pay any tax which may be payable in respect of any transfer involved in the
transfer and delivery of Warrant Certificates or the issuance or delivery of
certificates for Common Stock or other securities in a name other than that of
the registered holder of the Warrant Certificate surrendered for purchase or
(ii) to issue or deliver any certificate for shares of Common Stock or other
securities upon the exercise of any Warrant Certificate until any such tax
shall have been paid, all such tax being payable by the holder of such Warrant
Certificate at the time of surrender.

Section 12.  NOTICE OF CERTAIN CORPORATE ACTION

             In case the Company after the date hereof shall propose (i) to
offer to the holders of Common Stock, generally, rights to subscribe to or
purchase any additional shares of any class of its capital stock, any
evidences of its indebtedness or assets, or any other rights or options or
(ii) to effect any reclassification of Common Stock (other than a
reclassification involving merely the subdivision or combination of
outstanding shares of Common Stock) or any capital reorganization, or any
consolidation or merger to which the Company is a party and for which approval
of any stockholders of the Company is required, or any sale, transfer or other
disposition of its property and assets substantially as an entirety, or the
liquidation, voluntary or involuntary dissolution or winding-up of the
Company, then, in each such case, the Company shall file with the Warrant
Agent and the Company, or the Warrant Agent on its behalf, shall mail (by
first-class, postage prepaid mail) to all registered holders of the Warrant
Certificates notice of such proposed action, which notice shall specify the
date on which the books of the Company shall close or a record be taken for
such offer of rights or options, or the date on which such reclassification,
reorganization, consolidation, merger, sale, transfer, other disposition,
liquidation, voluntary or involuntary dissolution or winding-up shall take
place or commence, as the case may be, and which shall also specify any record
date for determination of holders of Common Stock entitled to vote thereon or
participate therein and shall set forth such facts with respect thereto as
shall be reasonably necessary to indicate any adjustments in the Exercise
Price and the

                                       8

<PAGE>

number or kind of shares or other securities purchasable upon exercise of
Warrants which will be required as a result of such action. Such notice shall
be filed and mailed in the case of any action covered by clause (i) above, at
least ten days prior to the record date for determining holders of the Common
Stock for purposes of such action or, if a record is not to be taken, the date
as of which the holders of shares of Common Stock of record are to be entitled
to such offering; and, in the case of any action covered by clause (ii) above,
at least 20 days prior to the earlier of the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up
is expected to become effective and the date on which it is expected that
holders of shares of Common Stock of record on such date shall be entitled to
exchange their shares for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up.

             Failure to give any such notice or any defect therein shall not
affect the legality or validity of any transaction listed in this Section 12.

Section 13.  DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANT CERTIFICATES, ETC.

             The Warrant Agent shall account promptly to the Company with
respect to Warrants exercised and concurrently pay to the Company all moneys
received by the Warrant Agent for the purchase of securities or other property
through the exercise of such Warrants.

             The Warrant Agent shall keep copies of this Agreement available
for inspection by Warrantholders during normal business hours at its stock
transfer office. Copies of this Agreement may be obtained upon written request
addressed to the Warrant Agent at its stock transfer office in Kansas City,
Missouri.

Section 14.  WARRANTHOLDER NOT DEEMED A STOCKHOLDER

             No Warrantholder, as such, shall be entitled to vote, receive
dividends or be deemed the holder of Common Stock or any other securities of
the Company which may at any time be issuable on the exercise of the Warrants
represented thereby for any purpose whatever, nor shall anything contained
herein or in any Warrant Certificate be construed to confer upon any
Warrantholder, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance or otherwise), or to receive notice
of meetings or other actions affecting stockholders (except as provided in
Section 12 hereof), or to receive dividend or subscription rights, or
otherwise, until such Warrant Certificate shall have been exercised in
accordance with the provisions hereof and the receipt of the Exercise Price
and any other amounts payable upon such exercise by the Warrant Agent.

Section 15.  RIGHT OF ACTION

             All rights of action in respect to this Agreement are vested in
the respective registered holders of the Warrant Certificates; and any
registered holder of any Warrant Certificate, without the consent of the
Warrant Agent or of any other holder of a Warrant Certificate, may, in his own
behalf for his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company suitable to enforce, or otherwise in
respect of, his right to exercise the Warrants evidenced by such Warrant
Certificate, for the purchase of shares of the Common Stock in the manner
provided in the Warrant Certificate and in this Agreement.

Section 16.  AGREEMENT OF HOLDERS OF WARRANT CERTIFICATES

             Every holder of a Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent and with every other
holder of a Warrant Certificate that:


                                       9


<PAGE>


    A. the Warrant Certificates are transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in this Agreement;
and

    B. the Company and the Warrant Agent may deem and treat the person in whose
name the Warrant Certificate is registered as the absolute owner of the Warrant
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatever
and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.

Section 17.  CANCELLATION OF WARRANT CERTIFICATES

             In the event that the Company shall purchase or otherwise acquire
any Warrant Certificate or Certificates after the issuance thereof, such Warrant
Certificate or Certificates shall thereupon be delivered to the Warrant Agent
and be canceled by it and retired. The Warrant Agent shall also cancel any
Warrant Certificate delivered to it for exercise, in whole or in part, or
delivered to it for transfer, split-up, combination or exchange. Warrant
Certificates so canceled shall be delivered by the Warrant Agent to the Company
from time to time, or disposed of in accordance with the instructions of the
Company.

Section 18.  CONCERNING THE WARRANT AGENT

             The Company agrees to pay to the Warrant Agent from time to time,
on demand of the Warrant Agent, reasonable compensation for all services
rendered by it hereunder and also its reasonable expenses, including counsel
fees, and other disbursements incurred in the administration and execution of
this Agreement and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense, incurred without gross negligence, bad
faith or willful misconduct on the part of the Warrant Agent, arising out of or
in connection with the acceptance and administration of this Agreement.

Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT

             Any corporation into which the Warrant Agent may be merged or with
which it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to the corporate trust business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided that
such corporation would be eligible for appointment as a successor warrant agent
under the provisions of Section 21 hereof. In case at the time such successor to
the Warrant Agent shall succeed to the agency created by this Agreement, any of
the Warrant Certificates shall have been countersigned but not delivered, any
such successor to the Warrant Agent may adopt the countersignature of the
original Warrant Agent and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been
countersigned, any successor to the Warrant Agent may countersign such Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent; and in all such cases such Warrant Certificates
shall have the full force provided in the Warrant Certificates and in this
Agreement.

             In case at any time the name of the Warrant Agent shall be changed
and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its
prior name and deliver Warrant Certificates so countersigned; and in case at
that time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior name
or in its changed name; and in all such cases such Warrant Certificates shall
have the full force provided in the Warrant Certificates and in this Agreement.

Section 20.  DUTIES OF WARRANT AGENT


                                      10
<PAGE>


             The Warrant Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Warrant Certificates, by their acceptance thereof,
shall be bound:

    A. The Warrant Agent may consult with counsel satisfactory to it (who may be
counsel for the Company or the Warrant Agent's in-house counsel), and the
opinion of such counsel shall be full and complete authorization and protection
to the Warrant Agent as to any action taken, suffered or omitted by it in good
faith and in accordance with such opinion; PROVIDED, HOWEVER, that the Warrant
Agent shall have exercised reasonable care in the selection of such counsel.
Fees and expenses of such counsel, to the extent reasonable, shall be paid by
the Company.

    B. Whenever in the performance of its duties under this Agreement, the
Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by a Chairman or co-Chairman of the Board or
the President or a Vice President or the Secretary of the Company and delivered
to the Warrant Agent; and such certificate shall be full authorization to the
Warrant Agent for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

    C. The Warrant Agent shall be liable hereunder only for its own gross
negligence, bad faith or willful misconduct.

    D. The Warrant Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the Warrant
Certificates (except its countersignature on the Warrant Certificates and such
statements or recitals as describe the Warrant Agent or action taken or to be
taken by it) or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.

    E. The Warrant Agent shall not be under any responsibility in respect of the
validity of this Agreement or the execution and delivery hereof (except the due
execution hereof by the Warrant Agent) or in respect of the validity or
execution of any Warrant Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant Certificate; nor shall
it be responsible for the making of any change in the number of shares of Common
Stock for which a Warrant is exercisable required under the provisions of
Section 6 or responsible for the manner, method or amount of any such change or
the ascertaining of the existence of facts that would require any such
adjustment or change (except with respect to the exercise of Warrant
Certificates after actual notice of any adjustment of the Exercise Price); nor
shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of Common Stock to be
issued pursuant to this Agreement or any Warrant Certificate or as to whether
any shares of Common Stock will, when issued, be validly issued, fully paid and
non-assessable.

    F. The Warrant Agent shall be under no obligation to institute any action,
suit or legal proceeding or take any other action likely to involve expense
unless the Company or one or more registered holders of Warrant Certificates
shall furnish the Warrant Agent with reasonable security and indemnity for any
costs and expenses which may be incurred. All rights of action under this
Agreement or under any of the Warrants may be enforced by the Warrant Agent
without the possession of any of the Warrants or the production thereof at any
trial or other proceeding relative thereto, and any such action, suit or
proceeding instituted by the Warrant Agent shall be brought in its name as
Warrant Agent, and any recovery of judgment shall be for the ratable benefit of
the registered holders of the Warrant Certificates, as their respective rights
or interests may appear.

    G. The Warrant Agent and any stockholder, director, officer or employee of
the Warrant Agent may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to or
otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.


                                      11
<PAGE>


    H. The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from a
Chairman or co-Chairman of the Board or President or a Vice President or the
Secretary or the Controller of the Company, and to apply to such officers for
advice or instructions in connection with the Warrant Agent's duties, and it
shall not be liable for any action taken or suffered or omitted by it in good
faith in accordance with instructions of any such officer.

    I. The Warrant Agent will not be responsible for any failure of the Company
to comply with any of the covenants contained in this Agreement or in the
Warrant Certificates to be complied with by the Company.

    J. The Warrant Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys, agents or employees and the Warrant Agent shall not be answerable
or accountable for any act, default, neglect or misconduct of any such
attorneys, agents or employees or for any loss to the Company resulting from
such neglect or misconduct; PROVIDED, HOWEVER, that reasonable care shall have
been exercised in the selection and continued employment of such attorneys,
agents and employees.

    K. The Warrant Agent will not incur any liability or responsibility to the
Company or to any holder of any Warrant Certificate for any action taken, or any
failure to take action, in reliance on any notice, resolution, waiver, consent,
order, certificate, or other paper, document or instrument reasonably believed
by the Warrant Agent to be genuine and to have been signed, sent or presented by
the proper party or parties.

    L. The Warrant Agent will act hereunder solely as agent of the Company in a
ministerial capacity, and its duties will be determined solely by the provisions
hereof. The Warrant Agent will not be liable for anything which it may do or
refrain from doing in connection with this Agreement except for its own
negligence, bad faith or willful conduct.

Section 21.  CHANGE OF WARRANT AGENT

             The Warrant Agent may resign and be discharged from its duties
under this Agreement upon 30 days' prior notice in writing mailed, by registered
or certified mail, to the Company. The Company may remove the Warrant Agent or
any successor warrant agent upon 30 days' prior notice in writing, mailed to the
Warrant Agent or successor warrant agent, as the case may be, by registered or
certified mail. If the Warrant Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Warrant Agent and shall, within 15 days following such appointment, give
notice thereof in writing to each registered holder of the Warrant Certificates.
If the Company shall fail to make such appointment within a period of 15 days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Warrant Agent,
then the Company agrees to perform the duties of the Warrant Agent hereunder
until a successor Warrant Agent is appointed. After appointment and execution of
a copy of this Agreement in effect at that time, the successor Warrant Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Warrant Agent without further act or deed; but
the former Warrant Agent shall deliver and transfer to the successor Warrant
Agent, within a reasonable time, any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Failure to give any notice provided for in this Section,
however, or any defect therein shall not affect the legality or validity of the
resignation or removal of the Warrant Agent or the appointment of the successor
warrant agent, as the case may be.

Section 22.  ISSUANCE OF NEW WARRANT CERTIFICATES

             Notwithstanding any of the provisions of this Agreement or the
several Warrant Certificates to the contrary, the Company may, at its option,
issue new Warrant Certificates in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Exercise Price or the
number or kind of shares purchasable under the several Warrant Certificates made
in accordance with the provisions of this Agreement.

Section 23.  NOTICES


                                      12
<PAGE>


             Notice or demand pursuant to this Agreement to be given or made on
the Company by the Warrant Agent or by the registered holder of any Warrant
Certificate shall be sufficiently given or made if sent by first-class or
registered mail, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent) as follows:

             GMX Resources Inc.
             One Benham Place, Suite 600
             9400 North Broadway
             Oklahoma City, Oklahoma 73114

             Subject to the provisions of Section 21, any notice pursuant to
this Agreement to be given or made by the Company or by the holder of any
Warrant Certificate to or on the Warrant Agent shall be sufficiently given or
made if sent by first-class or registered mail, postage prepaid, addressed
(until another address is filed in writing by the Warrant Agent with the
Company) as follows:

             UMB Bank, n.a.
             -------------------------
             Kansas City, Missouri

             Any notice or demand authorized to be given or made to the
registered holder of any Warrant Certificate under this Agreement shall be
sufficiently given or made if sent by first-class or registered mail, postage
prepaid, to the last address of such holder as it shall appear on the registers
maintained by the Warrant Agent.

Section 24.  MODIFICATION OF AGREEMENT

             The Warrant Agent may, without the consent or concurrence of the
Warrantholders, by supplemental agreement or otherwise, concur with the Company
in making any changes or corrections in this Agreement that the Warrant Agent
shall have been advised by counsel (who may be counsel for the Company) are
necessary or desirable to cure any ambiguity or to correct any defective or
inconsistent provision or clerical omission or mistake or manifest error herein
contained, or to make any other provisions in regard to matters or questions
arising hereunder and which shall not be inconsistent with the provisions of the
Warrant Certificates and which shall not adversely affect the interests of the
Warrantholders. As of the date hereof, this Agreement contains the entire and
only agreement, understanding, representation, condition, warranty or covenant
between the parties hereto with respect to the matters herein, supersedes any
and all other agreements between the parties hereto relating to such matters,
and may be modified or amended only by a written agreement signed by both
parties hereto pursuant to the authority granted by the first sentence of this
Section.

Section 25.  SUCCESSORS

             All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.

Section 26.  OKLAHOMA CONTRACT

             This Agreement and each Warrant Certificate issued hereunder shall
be deemed to be a contract made under the laws of the State of Oklahoma and for
all purposes shall be construed in accordance with the laws of said State.

Section 27.  TERMINATION


                                      13
<PAGE>


             This Agreement shall terminate as of the close of business on the
Expiration Date, or such earlier date upon which all Warrants shall have been
exercised or redeemed, except that the Warrant Agent shall account to the
Company as to all Warrants outstanding and all cash held by it as of the close
of business on the Expiration Date.

Section 28.  BENEFITS OF THIS AGREEMENT

             Nothing in this Agreement or in the Warrant Certificates shall be
construed to give to any person or corporation other than the Company, the
Warrant Agent, and their respective successors and assigns hereunder and the
registered holders of the Warrant Certificates any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Warrant Agent, their respective
successors and assigns hereunder and the registered holders of the Warrant
Certificates.

Section 29.  DESCRIPTIVE HEADINGS

             The descriptive headings of the several Sections of this Agreement
are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

Section 30.  COUNTERPARTS

             This Agreement may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument.

             IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, all as of the day and year first above written.

GMX Resources Inc.



By:
   -------------------------
Title:


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


By:
   -------------------------
Title:


                                      14

<PAGE>


                                                                       EXHIBIT A

            VOID AFTER 5 P.M. PACIFIC TIME ON ________________, 2006

                        WARRANTS TO PURCHASE COMMON STOCK


WA_____                    _________ Class A Warrants

                               GMX RESOURCES INC.

                              CUSIP ______________


THIS CERTIFIES THAT



or registered assigns, is the registered holder of the number of Class A
Warrants ("Class A Warrants") set forth above. Each Class A Warrant entitles the
holder thereof to purchase from GMX Resources Inc., a corporation incorporated
under the laws of the State of Delaware ("Company"), subject to the terms and
conditions set forth hereinafter and in the Warrant Agreement hereinafter more
fully described (the "Warrant Agreement") referred to, (A) at any time on or
before the close of business on ________ __, 2002, one fully paid and
non-assessable share of Common Stock Stock of the Company ("Common Stock") and
one Class B Warrant, provided, however, that, unless and until not less than
100,000 Class A Warrants have been exercised on or before the close of business
on ______________, 2002, neither the Company nor the Warrant Agent shall be
obligated to issue or deliver, on exercise of Class A Warrants, any Class B
Warrants; and further provided that if, but only if, at any time on or before
the close of business on _____________, 2002, not less than 100,000 Class A
Warrants shall have been exercised, the Company shall cause the Warrant Agent to
issue and deliver to any person who formerly exercised Class A Warrants and,
pursuant to the provisions of this sentence, did not receive Class B Warrants
upon such exercise, one Class B Warrant for each Class A Warrant so exercised
and (B) at any time after the close of business on _________, 2002 and before
the close of business on ___________, 2006 (the "Expiration Date"), one fully
paid and non-assessable share of Common Stock, in each case upon presentation
and surrender of this Warrant Certificate, with the instructions for the
registration and delivery of Common Stock filled in, at the stock transfer
office in Kansas City, Missouri, of UMB Bank, n.s., Warrant Agent of the Company
("Warrant Agent") or of its successor warrant agent or, if there be no successor
warrant agent, at the corporate offices of the Company, and upon payment of the
Exercise Price (as defined in the Warrant Agreement) and any applicable taxes
paid either in cash, or by certified or official bank check, payable in lawful
money of the United States of America to the order of the Company. The Exercise
Price shall be $____ with respect to any exercise on or before the close of
business on ___________, 2002 and shall be $_____ with respect to any exercise
after that date and time, subject to adjustment as set forth below. The number
and kind of securities or other property for which the Class A Warrants are
exercisable are subject to further adjustment in certain events, such as
mergers, splits, stock dividends, recapitalizations and the like, to prevent
dilution. All Class A Warrants not theretofore exercised will expire on the
Expiration Date.


             This Warrant Certificate is subject to all of the terms, provisions
and conditions of the Warrant Agreement, dated as of ___________, 2001 ("Warrant
Agreement"), between the Company and the Warrant Agent, to all of which terms,
provisions and conditions the registered holder of this Warrant Certificate
consents by acceptance hereof. The Warrant Agreement is incorporated herein by
reference and made a part hereof and reference is made to the Warrant Agreement
for a full description of the rights, limitations of rights, obligations, duties
and immunities of the Warrant Agent, the Company and the holders of the Warrant
Certificates. Copies of the Warrant Agreement are available for inspection at
the stock transfer office of the Warrant Agent or may be obtained upon written
request addressed to the Company at GMX Resources Inc., One Benham Place, Suite
600, 9400 North Broadway, Oklahoma City, Oklahoma 73114, Attention: Chief
Financial Officer.


                                       i
<PAGE>


             The Company shall not be required upon the exercise of the Class A
Warrants evidenced by this Warrant Certificate to issue fractions of Class A
Warrants, Common Stock or other securities, but shall make adjustment therefor
in cash on the basis of the current market value of any fractional interest as
provided in the Warrant Agreement.

             In certain cases, the sale of securities by the Company upon
exercise of Class A Warrants would violate the securities laws of the United
States, certain states thereof or other jurisdictions. The Company has agreed to
use all commercially reasonable efforts to cause a registration statement to
continue to be effective during the term of the Class A Warrants with respect to
such sales under the Securities Act of 1933, and to take such action under the
laws of various states as may be required to cause the sale of securities upon
exercise to be lawful. However, the Company will not be required to honor the
exercise of Class A Warrants if, in the opinion of the Board of Directors, upon
advice of counsel, the sale of securities upon such exercise would be unlawful.
In certain cases, the Company may, but is not required to, purchase Class A
Warrants submitted for exercise for a cash price equal to the difference between
the market price of the securities obtainable upon such exercise and the
exercise price of such Class A Warrants.

             This Warrant Certificate, with or without other Certificates, upon
surrender to the Warrant Agent, any successor warrant agent or, in the absence
of any successor warrant agent, at the corporate offices of the Company, may be
exchanged for another Warrant Certificate or Certificates evidencing in the
aggregate the same number of Class A Warrants as the Warrant Certificate or
Certificates so surrendered. If the Class A Warrants evidenced by this Warrant
Certificate shall be exercised in part, the holder hereof shall be entitled to
receive upon surrender hereof another Warrant Certificate or Certificates
evidencing the number of Class A Warrants not so exercised.

             No holder of this Warrant Certificate, as such, shall be entitled
to vote, receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatever, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof or give or withhold consent to any corporate
action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance
of stock, reclassification of stock, change of par value or change of stock to
no par value, consolidation, conveyance or otherwise) or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise
until the Class A Warrants evidenced by this Warrant Certificate shall have been
exercised and the Common Stock purchasable upon the exercise thereof shall have
become deliverable as provided in the Warrant Agreement.

             If this Warrant Certificate shall be surrendered for exercise
within any period during which the transfer books for the Company's Common Stock
or other class of stock purchasable upon the exercise of the Class A Warrants
evidenced by this Warrant Certificate are closed for any purpose, the Company
shall not be required to make delivery of certificates for shares purchasable
upon such transfer until the date of the reopening of said transfer books.

             Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:

    (a) this Warrant Certificate is transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement, and

(b) the Company and the Warrant Agent may deem and treat the person in whose
name this Warrant Certificate is registered as the absolute owner hereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatever
and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary. The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Class A Warrants


                                      ii
<PAGE>


evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the holder of this Warrant Certificate pursuant to the
Warrant Agreement shall have been paid, such tax being payable by the holder
of this Warrant Certificate at the time of surrender.

             This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.

             WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.

Dated:
                                           GMX Resources  Inc.



                                           By:
                                              -------------------------------
                                           Chief Executive Officer


                                           Attest:
                                                  ---------------------------
                                           Secretary

Countersigned

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




By:
   -------------------------
   Authorized Officer





                                     iii

<PAGE>



                                                                       EXHIBIT B

             VOID AFTER 5 P.M. PACIFIC TIME ON ____________ __, 2006

                        WARRANTS TO PURCHASE COMMON STOCK


WA_____                    _________ Class B Warrants

                               GMX RESOURCES INC.

                              CUSIP ______________


THIS CERTIFIES THAT





or registered assigns, is the registered holder of the number of Class B
Warrants ("Class B Warrants") set forth above. Each Class B Warrant entitles
the holder thereof to purchase from GMX Resources Inc., a corporation
incorporated under the laws of the State of Delaware ("Company"), subject to
the terms and conditions set forth hereinafter and in the Warrant Agreement
hereinafter more fully described (the "Warrant Agreement") referred to, at any
time on or before the close of business on December __, 2006 (the "Expiration
Date"), one fully paid and non-assessable share of Common Stock Stock of the
Company ("Common Stock") upon presentation and surrender of this Warrant
Certificate, with the instructions for the registration and delivery of Common
Stock filled in, at the stock transfer office in Kansas City, Missouri, of UMB
Bank, n.a., Warrant Agent of the Company ("Warrant Agent") or of its successor
warrant agent or, if there be no successor warrant agent, at the corporate
offices of the Company, and upon payment of the Exercise Price (as defined in
the Warrant Agreement) and any applicable taxes paid either in cash, or by
certified or official bank check, payable in lawful money of the United States
of America to the order of the Company. Each Class B Warrant initially entitles
the holder to purchase one share of Common Stock for $____. The number and kind
of securities or other property for which the Class B Warrants are exercisable
are subject to further adjustment in certain events, such as mergers, splits,
stock dividends, recapitalizations and the like, to prevent dilution. All Class
B Warrants not theretofore exercised will expire on the Expiration Date.

             This Warrant Certificate is subject to all of the terms,
provisions and conditions of the Warrant Agreement, dated as of ___________,
2001 ("Warrant Agreement"), between the Company and the Warrant Agent, to all
of which terms, provisions and conditions the registered holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is
incorporated herein by reference and made a part hereof and reference is made
to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company
and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are available for inspection at the stock transfer office of the Warrant Agent
or may be obtained upon written request addressed to the Company at GMX
Resources Inc., One Benham Place, Suite 600, 9400 North Broadway, Oklahoma
City, Oklahoma 73114, Attention: Chief Financial Officer.

             The Company shall not be required upon the exercise of the Class B
Warrants evidenced by this Warrant Certificate to issue fractions of Class B
Warrants, Common Stock or other securities, but shall make adjustment therefor
in cash on the basis of the current market value of any fractional interest as
provided in the Warrant Agreement.

             In certain cases, the sale of securities by the Company upon
exercise of Class B Warrants would violate the securities laws of the United
States, certain states thereof or other jurisdictions. The Company has agreed
to use


                                      iv
<PAGE>


all commercially reasonable efforts to cause a registration statement to
continue to be effective during the term of the Class B Warrants with respect
to such sales under the Securities Act of 1933, and to take such action under
the laws of various states as may be required to cause the sale of securities
upon exercise to be lawful. However, the Company will not be required to honor
the exercise of Class B Warrants if, in the opinion of the Board of Directors,
upon advice of counsel, the sale of securities upon such exercise would be
unlawful. In certain cases, the Company may, but is not required to, purchase
Class B Warrants submitted for exercise for a cash price equal to the
difference between the market price of the securities obtainable upon such
exercise and the exercise price of such Class B Warrants.

             This Warrant Certificate, with or without other Certificates, upon
surrender to the Warrant Agent, any successor warrant agent or, in the absence
of any successor warrant agent, at the corporate offices of the Company, may be
exchanged for another Warrant Certificate or Certificates evidencing in the
aggregate the same number of Class B Warrants as the Warrant Certificate or
Certificates so surrendered. If the Class B Warrants evidenced by this Warrant
Certificate shall be exercised in part, the holder hereof shall be entitled to
receive upon surrender hereof another Warrant Certificate or Certificates
evidencing the number of Class B Warrants not so exercised.

             No holder of this Warrant Certificate, as such, shall be entitled
to vote, receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatever, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof or give or withhold consent to any
corporate action (whether upon any matter submitted to stockholders at any
meeting thereof, or give or withhold consent to any merger, recapitalization,
issuance of stock, reclassification of stock, change of par value or change of
stock to no par value, consolidation, conveyance or otherwise) or to receive
notice of meetings or other actions affecting stockholders (except as provided
in the Warrant Agreement) or to receive dividends or subscription rights or
otherwise until the Class B Warrants evidenced by this Warrant Certificate
shall have been exercised and the Common Stock purchasable upon the exercise
thereof shall have become deliverable as provided in the Warrant Agreement.

             If this Warrant Certificate shall be surrendered for exercise
within any period during which the transfer books for the Company's Common
Stock or other class of stock purchasable upon the exercise of the Class B
Warrants evidenced by this Warrant Certificate are closed for any purpose, the
Company shall not be required to make delivery of certificates for shares
purchasable upon such transfer until the date of the reopening of said transfer
books.

             Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:

    (a) this Warrant Certificate is transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement, and

    (b) the Company and the Warrant Agent may deem and treat the person in
whose name this Warrant Certificate is registered as the absolute owner hereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatever
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.

             The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Class B Warrants evidenced by this Warrant Certificate until any tax which may
be payable in respect thereof by the holder of this Warrant Certificate
pursuant to the Warrant Agreement shall have been paid, such tax being payable
by the holder of this Warrant Certificate at the time of surrender.

             This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.


                                        v
<PAGE>


             WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.

Dated:
                                           GMX Resources  Inc.



                                           By:
                                              -----------------------------
                                           Chief Executive Officer


                                           Attest:
                                                  -----------------------------
                                           Secretary

Countersigned

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




By:
   ----------------------------
   Authorized Officer





















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