Filed by sedaredgar.com - EuroGas, Inc. - Exhibit 10.8






THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A “U.S.
PERSON” OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING
SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE
SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE U.S. SECURITIES ACT. 

EUROGAS, INC 
(a Utah Company)


	Warrant No. WT02-1R 	Warrant For The Purchase of 
	  	10,000,000 Shares of Restricted Common
      Stock 
	This Warrant will expire on June 10, 2010 	Par Value $0.001 


THIS IS TO CERTIFY THAT, for value received, Wolfgang
Rauball (the “Holder”), of 1011-1030 West Georgia Street, Vancouver,
B.C., V6E 2Y3, is entitled to subscribe for and purchase up to 10,000,000 fully
paid and non-assessable shares of common stock (the “Warrant Shares”) of
EuroGas, Inc., (the “Company”) at a purchase price per Warrant Share of
US $0.05 (the “Exercise Price”), exercisable until 4:00 p.m. (Salt Lake City
time) on June 10, 2010, subject to the provisions and upon the terms and
conditions hereinafter set forth. 

The rights represented by this Warrant may be exercised by the
Holder, in whole or in part (but not as to a fractional Share), and so long as
each exercise is in increments of 25,000 Warrant Shares, by surrender of this
Warrant at the office of the Company, at 4087 Nike Drive, Unit #4, West Jordan,
Utah, 84088, during its normal business hours, together with the subscription
form attached hereto completed and signed by the Holder and a certified cheque
payable to or to the order of the Company in payment of the Exercise Price for
the number of Warrant Shares subscribed. Upon the exercise of the rights
represented by this Warrant and payment of the Exercise Price in accordance with
the terms hereof, the Warrant Shares for which the Holder has subscribed and
purchased shall be deemed to have been issued and the Holder shall be deemed to
have become the holder of record of such Warrant Shares on the date of such
exercise and payment.

In the event of any exercise of the rights represented by this
Warrant, certificates for the Warrant Shares so purchased shall be delivered to
the Holder within a reasonable time, not exceeding ten business days after the
rights represented by this Warrant have been duly exercised and, unless this
Warrant has expired, a new Warrant representing the number of Warrant Shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be issued to the Holder within such time.

The Company covenants and agrees that the Warrant Shares which
may be issued upon the exercise of the rights represented by this Warrant will,
upon issuance, be fully paid and non-assessable and free of all liens, charges
and encumbrances. The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, a sufficient number of
common shares to provide for the exercise of the rights represented by this
Warrant. 

Certificates representing Warrant Shares shall bear the
following legend: 

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT THAT IS THEN
APPLICATION TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO
THE ISSUER OF TRANSFER AGENT MAY BE REQUIRED.” 




THE FOLLOWING ARE THE TERMS AND CONDITIONS 
REFERRED TO IN
THIS WARRANT 

	1. 	
      In case the Company shall at any time subdivide its
      outstanding Common Shares into a greater number of common shares, the
      exercise price of the Warrant Shares shall be proportionately reduced and
      the number of subdivided Warrant Shares entitled to be purchased
      proportionately increased, and conversely, in case the outstanding Common
      Shares of the Company shall be consolidated into a smaller number of
      common shares, the exercise price of the Warrant Shares shall be
      proportionately increased and the number of consolidated Warrant Shares
      entitled to be purchased hereunder shall be proportionately
    decreased.

	 	 	 
		
      If any capital reorganization or reclassification of the
      capital stock of the Company, or the merger, amalgamation or arrangement
      of the Company with another corporation shall be effected, then as a
      condition of such reorganization, reclassification, merger, amalgamation
      or arrangement, adequate provision shall be made whereby the holder hereof
      shall have the right to purchase and receive upon the basis and upon the
      terms and conditions specified in this Warrant and in lieu of the Warrant
      Shares immediately theretofore purchasable and receivable upon the
      exercise of the rights represented hereby, such shares of stock, or other
      securities as may be issued with respect to or in exchange for such number
      of outstanding Common Shares equal to the number of Warrant Shares
      purchasable and receivable upon the exercise of this Warrant had such
      reorganization, reclassification, merger, amalgamation or arrangement not
      taken place. The Company shall not effect any merger, amalgamation or
      arrangement unless prior to or simultaneously with the consummation
      thereof the successor corporation (if other than the Company) resulting
      from such merger, amalgamation or arrangement assumes by written
      instrument executed and mailed or delivered to the holder of this Warrant
      the obligation to deliver to such holder such shares of stock or
      securities in accordance with the foregoing provisions as such holder may
      be entitled to purchase.

	 	 	 
	2. 	
      In case at any time:

	 	 	 
		(a) 	
      the Company shall pay any dividend payable in stock upon
      its Common Shares or make any distribution to the holders of its Common
      Shares;

	 	 	 
		(b) 	
      the Company shall offer for subscription pro rata to the
      holders of its Common Shares any additional shares of stock of any class
      or other rights;

	 	 	 
		(c) 	
      there shall be any subdivision, consolidation, capital
      reorganization, or reclassification of the capital stock of the Company,
      or merger, amalgamation or arrangement of the Company with, or sale of all
      or substantially all of its assets to, another corporation; or

	 	 	 
		(d) 	
      there shall be a voluntary or involuntary dissolution,
      liquidation or winding-up of the Company;

	 	 	 
		
      then, and in any one or more of such cases, the Company
      shall give to the holder of this Warrant, at least thirty days prior
      written notice of the date on which the books of the Company shall close
      or a record shall be taken for such dividend, distribution or subscription
      rights, or for determining rights to vote with respect to such
      subdivision, consolidation, reorganization, reclassification, merger,
      amalgamation, arrangement, sale, dissolution, liquidation or winding-up
      and in the case of any such subdivision, consolidation, reorganization,
      reclassification, merger, amalgamation, arrangement, sale, dissolution,
      liquidation or winding-up twenty days’ prior written notice of the date
      when the same shall take place. Such notice in accordance with the
      foregoing clause, shall also specify, in the case of any such dividend,
      distribution or subscription rights, the date on which the holders of
      Common Shares shall be entitled thereto, and such notice in accordance
      with the foregoing shall also specify the date on which the holders of
      Common Shares shall be entitled to exchange their Common Shares for
      securities or other property deliverable upon such subdivision,
      consolidation, reorganization, reclassification, merger, amalgamation,
      arrangement, sale, dissolution, liquidation or winding-up as the case may
      be. Each such written notice shall be given by first class mail,
      registered postage prepaid, addressed to the holder of this Warrant at the
      address of such holder, as shown on the books of the Company.

	 	 	 
	3. 	
      As used herein, the term “Common Shares” shall mean and
      include the Company’s authorized shares of common stock as constituted as
      of the date hereof, and shall also include any capital stock of any class
      of the Company hereafter authorized which shall not be limited to a fixed
      sum or percentage in respect of the rights of the holders thereof to
      participate in dividends and in the distribution of assets upon the
      voluntary or involuntary liquidation, dissolution or winding-up of the
      Company.







2

	4. 	
      This Warrant shall not entitle the Holder to any rights
      as a shareholder of the Company, including without limitation, voting
      rights, except that the Company shall concurrently furnish to the Holder a
      copy of all notices which are furnished to holders of the Common
      Shares.

	 	 
	5. 	
      This Warrant and all rights hereunder or evidenced hereby
      may not be transferred either in whole or in part.

	 	 
	6. 	
      This Warrant is exchangeable upon its surrender by the
      Holder upon delivery to the Company at 4087 Nike Drive, Unit #4, West
      Jordan, Utah, 84088, for new Warrants with identical terms representing in
      the aggregate the right to subscribe for and purchase the number of
      Warrant Shares that may be subscribed for and purchased hereunder, each of
      such new Warrants to represent the right to subscribe for and purchase
      such number of Warrant Shares as shall be designated by the Holder at the
      time of such surrender.

	 	 
	7. 	
      Upon receipt by the Company of reasonable evidence of the
      ownership of and the loss, theft, destruction, or mutilation of this
      Warrant, the Company will execute and deliver, in lieu thereof, a new
      Warrant of like tenor.

	 	 
	8. 	
      Any notice or other communication required to be given in
      connection with this Warrant, whether to the Holder or otherwise, shall be
      personally delivered, faxed or emailed to the parties at the address set
      forth on the first page of this Warrant, or to the following fax number or
      email address.





	 	(a) 	Holder: 	fax: 604-688-4630; 
	 	  	  	email: wrauball@telus.net; 
	 	  	  	 
	 	(b) 	Company: 	fax: 801-282-8829; 
	 	  	  	email: euroutah1@aol.com.
  




		
      Any such notices personally delivered, faxed or emailed
      shall be deemed delivered on the date of delivery.

	 	 
		
      Either party may change its address for service by notice
      in writing to the other party.

	 	 
	9. 	
      After the expiration of the period within which this
      Warrant is exercisable, all rights hereunder will wholly cease and
      terminate and such Warrant will be void and of no effect.

	 	 
	10. 	
      Time is of the essence hereof.

	 	 
	11. 	
      This Warrant shall be governed by and construed in
      accordance with the laws of the State of Utah.



EuroGas, Inc., intending to be contractually bound, has
caused this Warrant to be signed by its duly authorized officer on June 10,
2004. 

EUROGAS, INC. 

By: /s/ Roger Agyagos 

______________________________________ 

  Authorized Signatory




SUBSCRIPTION FORM

	TO: 	EuroGas, Inc. 
	  	4087 Nike Drive 
	  	Unit #4 
	  	West Jordan, Utah 
	  	84088 



	
      The undersigned Holder of the within Warrant hereby
      subscribes for __________________________ shares of common stock (the
      “Warrant Shares”) of EuroGas, Inc. (the “Company) pursuant to the
      within Warrant at a price of US $0.05 per Warrant Share on the terms
      specified in the said Warrant. This subscription is accompanied by a
      certified cheque or bank draft payable to or to the order of the Company
      for the whole amount of the purchase price of the Warrant Shares.
  

	 
	The undersigned hereby directs that the Warrant Shares be
      registered as follows: 



	NAME 	 	ADDRESS 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


DATED this ________ day of __________________, 200____. 

In the presence of: 

	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder



Please print below your name and address in full. 

Name (Mr./Mrs./Ms.) _________________________________________________________________________

Address                        
  _________________________________________________________________________

INSTRUCTIONS FOR SUBSCRIPTION 

The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.


If the Warrant certificate and the form of subscription are
being forwarded by mail, registered mail must be employed.