Exhibit 10.2 Warrants


     

    AMERICAN
      SECURITY RESOURCES CORPORATION

     

     

    WARRANT

     

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
      STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
      OR
      OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT, AND APPLICABLE STATE SECURITIES LAWS, SHALL HAVE BECOME EFFECTIVE WITH
      REGARD TO THE WARRANT SHARES, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER
      THE
      SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION
      WITH SUCH OFFER, SALE OR TRANSFER.

     

     

    AN
      INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
      RELY
      ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
      

     

    


    Warrant
      to Purchase

    2,000,000
      shares

    


    Warrant
      to Purchase Common Stock

    of

    American
      Security Resources Corporation 

    


     

    THIS
      CERTIFIES that Goldbridge Capital, LLC, (the “Holder”) or any subsequent holder,
      has the right to purchase from American Security Resources Corporation, a Nevada
      corporation (the "Company"), up to 2,000,000 fully paid and nonassessable shares
      of the Company's common stock, $0.001 par value per share ("Common Stock"),
      subject to adjustment as provided herein, at a price equal to Thirty Cents,
      ($0.30) per share , at any time beginning on the Date of Issuance (defined
      below) and ending at 5:00 p.m., New York, New York time the date that is three
      (3) years after the Date of Issuance (the “Exercise Period”).

     

     

    Holder
      agrees with the Company that this Warrant to Purchase Common Stock of the
      Company (this “Warrant”) is issued and all rights hereunder shall be held
      subject to all of the conditions, limitations and provisions set forth
      below.

     

     

    1.  Date
      of Issuance, Term, and Vesting of Warrant Rights.

     

     

    The
      issuance date of this warrant is October ____ , 2004. (“Date of Issuance”). The
      term of this Warrant is three (3) years from the Date of Issuance, (the
“Term”).

     

     

    This
      Warrant is exercisable as to one-half of the Warrant Shares ten business days
      after the Company has received the Closing Documents from Holder, i.e., the
      end
      of the Due Diligence Period, as the same may be extended, as referenced in
      the
      Discretionary Drawdown Offering Term Sheet Agreement dated on or about October
      4, 2004, between Holder and Company (the “Letter of Agreement”). This Warrant is
      exercisable as to an additional one-eighth of the Warrant Shares after each
      of
      the first four six-month anniversary dates of the Date of Issuance.

     

     

    If
      the
      Company does not execute the Closing Documents, this Warrant shall be
      exercisable for no more than one-half of the Warrant Shares, and if the Company
      terminates the Discretionary Drawdown Offering transaction in writing before
      the
      end of the Due Diligence Period, this Warrant shall not be exercisable for
      any
      shares of the Company and shall be returned to the Company by the
      Holder.

     

     

    2.  Exercise.

     

     

    (a)  Manner
      of Exercise.
      During
      the Term of this Warrant, it may be exercised as to all or any lesser number
      of
      full shares of Common Stock upon surrender of this Warrant, with the Exercise
      Form, attached as Exhibit
      A
      (the
“Exercise Form”) together with the full Exercise Price (as defined below) for
      each share of Common Stock for which this Warrant is exercised, at the office
      of
      the Company, or at such other office or agency as the Company may designate
      in
      writing, with an advance copy of the Exercise Form sent to the Company and
      its
      Transfer Agent. 

     

     

    (b)  Date
      of Exercise. The
      "Date
      of Exercise" of the Warrant shall be the date that the advance copy of the
      completed and executed Exercise Form is sent by facsimile to the Company,
      provided that the original Warrant and Exercise Form are received by the Company
      as soon as practicable thereafter. If the Holder has not sent advance notice
      by
      facsimile, the Date of Exercise shall be the date the original Exercise Form
      is
      received by the Company.

     

     

    (c)  Cancellation
      of Warrant. As
      soon
      as practical after the Date of Exercise Holder shall be entitled to receive
      Common Stock for the number of shares purchased upon the Exercise of this
      Warrant, and if this Warrant is not exercised in full, Holder shall be entitled
      to receive a new Warrant (containing terms identical to this Warrant)
      representing any unexercised portion of this Warrant in addition to the Common
      Stock purchased. 

     

     

    (d)  Holder
      of Record.
      The
      person or entity whose name appears on this Warrant shall be deemed to
      be the
      Holder of record of such shares on the Date of Exercise of this Warrant. Nothing
      in this Warrant shall be construed as conferring upon Holder any rights as
      a
      stockholder of the Company.

     

     

    3.  Payment
      of Warrant Exercise Price.

     

     

    The
      Exercise Price per share (“Exercise Price”) shall initially equal $0.30. If the
      Date of Exercise is more than six (6) months after the Date of Issuance, the
      Exercise Price shall be reset on each six month anniversary of the Date of
      Issuance to equal the lesser of (i) the then current Exercise Price, or (ii)
      105% of the lowest Closing Bid Price during the ten trading days immediately
      preceding the six-month anniversary date. Payment of the Exercise Price may
      be
      made in
      any of the following ways, at the election of Holder:

     

     

    (i)  Cash
      Exercise: cash,
      bank or cashiers check or wire transfer; or

     

     

    (ii)  Cashless
      Exercise: The
      Holder, at its option, may exercise this Warrant in a cashless exercise
      transaction under this subsection.

     

    


     

    In
      order
      to effect a Cashless Exercise, the Holder shall surrender
      this Warrant together with notice of cashless election, in which event the
      Company shall issue Holder
      a number
      of shares of Common Stock computed using the following formula:

     

    X
      = Y
      (A-B)/A

    


    where:

    X
      = the
      number of shares of Common Stock to be issued to Holder.

    


    Y
      = the
      number of shares of Common Stock for which this Warrant is being exercised.

    


    A
      = the
      Market Price of one (1) share of Common Stock (for purposes of this Section
      3(ii), the "Market Price" shall be defined as the Closing Bid Price of the
      Common Stock for the trading day prior to the Date of Exercise (the "Closing
      Bid
      Price"), as reported by the principal market on which the stock is traded.
      If
      the Common Stock is/was not traded during the trading day prior to the Date
      of
      Exercise, then the closing bid price for the last publicly traded day shall
      be
      deemed to be the closing bid price.

    


    B
      = the
      Exercise Price.

    


     

    For
      purposes hereof, the term “Closing Bid Price” shall mean the last price at which
      a trade was executed on the Nasdaq Small Cap Market, the Nasdaq National Market
      System (“NMS”), the American Stock Exchange, or the New York Stock Exchange, or
      if not traded in one of these exchanges or markets, the “Closing Bid Price”
shall equal the higher bid price listed at closing on the principal national
      securities exchange or the over-the-counter system on which the Common Stock
      is
      so traded and, if not available, the last closing bid price as reported by
      National Quotation Bureau, Inc. prior to the Date of Exercise.

     

     

    For
      purposes of Rule 144 and Section (3)(ii) hereof, it is intended, understood
      and
      acknowledged that the Common Stock issuable upon exercise of this Warrant in
      a
      cashless exercise transaction shall be deemed to have been acquired at the
      time
      this Warrant was issued. Moreover, it is intended, understood
      and
      agreed that the holding period for the Common Stock issuable upon exercise
      of
      this Warrant in a cashless exercise transaction shall have commenced on the
      date
      this Warrant was issued.

     

     

    4.  Transfer
      and Registration.

     

     

    (a)  Transfer
      Rights. Subject
      to Section 8, this Warrant may be transferred on the books of the Company,
      in
      whole or in part, upon surrender of this Warrant properly completed and
      endorsed. As soon as practicable, the person to whom a transfer is made shall
      be
      entitled to receive a new Warrant or Warrants as to the portion of this Warrant
      transferred, and Holder shall be entitled to receive a new Warrant as to the
      portion retained. 

     

     

    (b)  Registrable
      Securities. In
      addition to any other registration rights of the Holder, if the Common Stock
      issuable upon exercise of this Warrant is not registered for resale at the
      time
      the Company proposes to register (including for this purpose a registration
      effected by the Company for stockholders other than the Holders) any of its
      Common Stock under the Act (other than a registration relating solely for the
      sale of securities to participants in a Company stock plan or a registration
      on
      Form S-4 promulgated under the Act or any successor or similar form registering
      stock issuable upon a reclassification, upon a business combination involving
      an
      exchange of securities, or upon an exchange offer for securities of the issuer
      or another entity)(a “Piggyback Registration Statement”), the Company shall
      cause to be included in such Piggyback Registration Statement (“Piggyback
      Registration”) all of the Common Stock issuable upon the exercise of this
      Warrant (“Registrable Securities”) to the extent such inclusion does not violate
      the registration rights of any other securityholder of the Company granted
      prior
      to the Date of Issuance; provided, however, that with respect to any particular
      Registrable Security, such security shall cease to be a Registrable Security
      when, as of the date of determination, (i) it has been effectively registered
      under the Act and disposed of pursuant thereto or (ii) registration under the
      Act is no longer required for immediate public distribution within a 90-day
      period of such security as a result of the provisions of Rule 144. 

     

     

    (c)  Limitation
      on Obligations to Register. In
      the
      case of an underwritten public offering by the Company, if the managing
      underwriter determines and advises in writing that the inclusion in the
      registration statement of all Registrable Securities proposed to be included
      would interfere with the successful marketing of the securities proposed to
      be
      registered by the Company, then the number of such Registrable Securities to
      be
      included in the Piggyback Registration Statement shall be allocated among all
      Holders who had requested Piggyback Registration in the proportion that the
      number of Registrable Securities which each such Holder seeks to register bears
      to the total number of Registrable Securities sought to be included by all
      Holders.

     

     

    5.  Anti-Dilution
      Adjustments.

     

     

    (a)  Stock
      Dividend. If
      the
      Company shall at any time declare a dividend payable in shares of Common Stock,
      then Holder, upon Exercise of this Warrant after the record date for the
      determination of holders of Common Stock entitled to receive such dividend,
      shall be entitled to receive upon Exercise of this Warrant, in addition to
      the
      number of shares of Common Stock as to which this Warrant is exercised, such
      additional shares of Common Stock as such Holder would have received had this
      Warrant been exercised immediately prior to such record date and the Exercise
      Price will be proportionately adjusted.

     

     

    (b)  Recapitalization
      or Reclassification.
      

     

     

    (i)  Stock
      Split.
      If the
      Company shall at any time effect a recapitalization, reclassification or other
      similar transaction of such character that the shares of Common Stock shall
      be
      changed into or become exchangeable for a larger number of shares (a “Stock
      Split”), then upon the effective date thereof, the number of shares of Common
      Stock which Holder shall be entitled to purchase upon Exercise of this Warrant
      shall be increased in direct proportion to the increase in the number of shares
      of Common Stock by reason of such recapitalization, reclassification or similar
      transaction, and the Exercise Price shall be proportionally decreased.


     

     

    (ii)  Reverse
      Stock Split.
      If the
      Company shall at any time effect a recapitalization, reclassification or other
      similar transaction of such character that the shares of Common Stock shall
      be
      changed into or become exchangeable for a smaller number of shares (a “Reverse
      Stock Split”), then upon the effective date thereof, the number of shares of
      Common Stock which Holder shall be entitled to purchase upon Exercise of this
      Warrant shall be proportionately decreased and the Exercise Price shall be
      proportionally increased. The Company shall give Holder the same notice it
      provides to holders of Common Stock of any transaction described in this Section
      5(b).

     

     

    (c)  Distributions.
      If
      the
      Company shall at any time distribute, for no consideration, to holders of Common
      Stock cash, evidences of indebtedness or other securities or assets (other
      than
      cash dividends or distributions payable out of earned surplus or net profits
      for
      the current or preceding years) then, Holder shall be entitled to receive,
      upon
      Exercise of this Warrant, with respect to each share of Common Stock issuable
      upon such exercise, the amount of cash or evidences of indebtedness or other
      securities or assets which Holder would have been entitled to receive with
      respect to each such share of Common Stock as a result of the happening of
      such
      event had this Warrant been exercised immediately prior to the record date
      or
      other date fixing shareholders to be affected by such event (the "Determination
      Date") or, in lieu thereof, if the Board of Directors of the Company should
      so
      determine at the time of such distribution, a reduced Exercise Price determined
      by multiplying the Exercise Price on the Determination Date by a fraction,
      the
      numerator of which is the result of such Exercise Price reduced by the value
      of
      such distribution applicable to one share of Common Stock (such value to be
      determined by the Board of Directors of the Company in its discretion) and
      the
      denominator of which is such Exercise Price. 

     

     

    (d)  Notice
      of Consolidation
      or Merger. In
      the
      event of a merger, consolidation, exchange of shares, recapitalization,
      reorganization, or other similar event, as a result of which shares of Common
      Stock shall be changed into the same or a different number of shares of the
      same
      or another class or classes of stock or securities or other assets of the
      Company or another entity or there is a sale of all or substantially all the
      Company’s assets (a “Corporate Change”), then this Warrant shall be exerciseable
      into such class and type of securities or other assets as Holder would have
      received had Holder exercised this Warrant immediately prior to such Corporate
      Change. 

     

     

    (e)  Exercise
      Price Adjusted. No
      adjustment under this Section 5 shall be made unless such adjustment would
      change the Exercise Price at the time by $.01 or more; provided, however, that
      all adjustments not so made shall be deferred and made when the aggregate
      thereof would change the Exercise Price at the time by $.01 or more.


     

     

    (f)  Adjustments:
      Additional Shares, Securities or Assets. In
      the
      event that at any time, as a result of an adjustment made pursuant to this
      Section 5, Holder shall, upon Exercise of this Warrant, become entitled to
      receive shares and/or other securities or assets (other than Common Stock)
      then,
      wherever appropriate, all references herein to shares of Common Stock shall
      be
      deemed to refer to and include such shares and/or other securities or assets;
      and thereafter the number of such shares and/or other securities or assets
      shall
      be subject to adjustment from time to time in a manner and upon terms as nearly
      equivalent as practicable to the provisions of this Section 5.

     

     

    6.  No
      Fractional Interests.

     

     

    No
      fractional shares or scrip representing fractional shares shall be issuable
      upon
      the Exercise of this Warrant, but on Exercise of this Warrant, Holder may
      purchase only a whole number of shares of Common Stock. If, on Exercise of
      this
      Warrant, Holder would be entitled to a fractional share of Common Stock or
      a
      right to acquire a fractional share of Common Stock, such fractional share
      shall
      be disregarded and the number of shares of Common Stock issuable upon exercise
      shall be the next higher number of shares.

     

     

    7.  Reservation
      of Shares.

     

     

    The
      Company shall at all times reserve for issuance such number of authorized and
      unissued shares of Common Stock (or other securities substituted therefor as
      herein above provided) as shall be sufficient for the Exercise of this Warrant
      and payment of the Exercise Price. The Company covenants
      and
      agrees that upon the Exercise of this Warrant, all shares of Common Stock
      issuable upon such exercise shall be duly and validly issued, fully paid,
      nonassessable and not subject to preemptive rights, rights of first refusal
      or
      similar rights of any person or entity.

     

     

    8.  Restrictions
      on Transfer.

     

     

    (a)  Registration
      or Exemption Required. This
      Warrant has been issued in a transaction exempt from the registration
      requirements of the Act by virtue of Regulation D and exempt from state
      registration under applicable state laws. The Warrant and the Common Stock
      issuable upon the Exercise of this Warrant may not be pledged, transferred,
      sold
      or assigned except pursuant to an effective registration statement or unless
      the
      Company has received an opinion from the Company's counsel to the effect that
      such registration is not required, or the Holder has furnished to the Company
      an
      opinion of the Holder's counsel, which counsel shall be reasonably satisfactory
      to the Company, to the effect that such registration is not required; the
      transfer complies with any applicable state securities laws; and, if no
      registration covering the resale of the Warrant Shares is effective at the
      time
      the Warrant Shares are issued, the Holder consents to a legend being placed
      on
      certificates for the Warrant Shares stating that the securities have not been
      registered under the Securities Act and referring to such restrictions on
      transferability and sale.

     

     

    (b)  Assignment.
      If
      Holder
      can provide the Company with reasonably satisfactory evidence that the
      conditions of (a) above regarding registration or exemption have been satisfied,
      Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant,
      in whole or in part. In such event, Holder shall deliver a written notice to
      Company, substantially in the form of the Assignment attached hereto as
Exhibit
      B,
      indicating the person or persons to whom the Warrant shall be assigned and
      the
      respective number of warrants to be assigned to each assignee. The Company
      shall
      effect the assignment within ten (10) business days, and shall deliver to the
      assignee(s) designated by Holder a Warrant or Warrants of like tenor and terms
      for the appropriate number of shares.

     

     

    9.  Benefits
      of this Warrant.

     

     

    Nothing
      in this Warrant shall confer upon any person other than the Company and Holder
      any legal or equitable right, remedy or claim under this Warrant and this
      Warrant shall be for the sole and exclusive benefit of the Company and
      Holder.

     

     

    10.  Applicable
      Law.

     

     

    This
      Warrant is issued under and shall for all purposes be governed by and construed
      in accordance with the laws of the
      state of
      Texas, without giving effect to conflict of law provisions.

     

     

    11.  Loss
      of Warrant.

     

     

    Upon
      receipt by the Company of evidence of the loss, theft, destruction or mutilation
      of this Warrant, and (in the case of loss, theft or destruction)
      of
      indemnity or security reasonably satisfactory to the Company, and upon surrender
      and cancellation of this Warrant, if mutilated, the Company shall execute and
      deliver an identical new Warrant.

     

     

    12.  Notice
      or Demands.

     

     

    Notices
      or demands to be given or made by Holder to or on the Company shall be
      sufficiently given or made if sent by overnight mail, certified or registered
      mail, return receipt requested, postage prepaid, and addressed to the Company
      as
      set forth in Section 2(a) above. Notices
      or demands to be given or made by the Company to or on Holder shall be
      sufficiently given or made if sent by overnight mail, certified or registered
      mail, return receipt requested, postage prepaid, and addressed, to the address
      of Holder set forth in the Company’s records, until another address is
      designated in writing by Holder.

     

    


     

    IN
      WITNESS WHEREOF, the undersigned has executed this Warrant as of the ___ day
      of
      October, 2004.

     

    


    American
      Security Resources Corporation

    


    


    By:
      ________________________________


    
      
         

         

         

      

      
         

        
          

        

      

      
         

      

    


    


    EXHIBIT
      A

    


    EXERCISE
      FORM FOR WARRANT

    


    TO:
      American
      Security Resources Corporation

    


     

    The
      undersigned hereby irrevocably exercises the right to purchase ____________
      of
      the shares of Common Stock (the “Common Stock”) of American Security Resources
      Corporation, a Nevada corporation (the “Company”), evidenced by the attached
      warrant (the “Warrant”), and makes payment of the exercise price with respect to
      such shares in full, in accordance with the conditions and provisions of said
      Warrant. This is a (circle one: Cash
      /
Cashless)
      Exercise.

     

    


    1 The
      undersigned agrees not to offer, sell, transfer or otherwise dispose of any
      of
      the Common Stock obtained on exercise of the Warrant, except in accordance
      with
      the provisions of Section 8(a) of the Warrant.

    


    2. The
      undersigned requests that stock certificates for such shares be issued free
      of
      any restrictive legend, if appropriate, and a warrant representing any
      unexercised portion hereof be issued, pursuant to the Warrant in the name of
      the
      undersigned and delivered to the undersigned at the address below:

    


    Goldbridge
      Capital, LLC

    


    Date:
      _______________________________

    


    ____________________________________

    Signature
      / Title

    


    


    Address:
      ______________________________

    


    ______________________________________

    


    ______________________________________

    


    NOTICE

    


    The
      signature to the foregoing Exercise Form must correspond to the name as written
      upon the face of the attached Warrant in every particular, without alteration
      or
      enlargement or any change whatsoever, or if for an entity other than an
      individual, must be the authentic signature of an authorized signer with the
      power to act for that entity.

    ________________________________________________________________________

    


    



    
      
         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      B

    ASSIGNMENT

    (To
      be
      executed by a Holder

    desiring
      to transfer the Warrant)

    


    FOR
      VALUE
      RECEIVED, the undersigned Holder of the attached warrant (the “Warrant”) hereby
      sells, assigns and transfers to the person or persons named below the right
      to
      purchase _______ shares of the Common Stock of American Security Resources
      Corporation, evidenced by the attached Warrant and does irrevocably constitute
      and appoint the Company attorney to transfer the said Warrant on the books
      of
      the Company, with full power of substitution in the premises.


    
      


      Goldbridge
        Capital, LLC

      


      Date:
        _______________________________

      


      ____________________________________

      Signature
        / Title

      


      


      Address:
        ______________________________

      


      ______________________________________

      


      ______________________________________

    

    


    


    
      	
              Assignee
                1:

            
	
              Name:
                ___________________________

            
	
              Number
                of Shares Transferred: ________

            
	
              Address:
                _________________________

            
	 
	 


    

    


    
      	
              Assignee
                2:

            
	
              Name:
                _____________________________

            
	
              Number
                of Shares Transferred: __________

            
	
              Address:
                ___________________________