<PAGE>

                                                                    Exhibit 4.11


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                                    SERIES D

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                            SILVER STAR ENERGY, INC.



No.W-____-01-D                                       Number of Shares: 1,088,888
Date of Issuance: September 30, 2005


         FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, Silver Star Energy, Inc., a Nevada corporation (together with
its successors and assigns, the "Issuer"), hereby certifies that _____________
or its registered assigns is entitled to subscribe for and purchase, during the
Term (as hereinafter defined), up to one million eighty-eight thousand eight
hundred eighty-eight (1,088,888) shares (subject to adjustment as hereinafter
provided) of the duly authorized, validly issued, fully paid and non-assessable
Common Stock of the Issuer, at an exercise price per share equal to the Warrant
Price then in effect, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified in Section
9 hereof.

         1. Term. The term of this Warrant shall commence on the Effective Date
(as defined in the Purchase Agreement) and shall expire at 5:00 p.m., eastern
time, five (5) years following the Effective Date (such period being the
"Term").

         2. Method of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part during the Term.

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, or (iii) by a combination of the foregoing methods of payment
selected by the Holder of this Warrant. The Holder hereof may only exercise this
Warrant, in whole or in part, provided that the Holder has exercised their
Series C Warrant.


<PAGE>

         (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary, if the Per Share Market Value of one share of Common Stock is greater
than the Warrant Price (at the date of calculation as set forth below), in lieu
of exercising this Warrant by payment of cash, the Holder may exercise this
Warrant by a cashless exercise and shall receive the number of shares of Common
Stock equal to an amount (as determined below) by surrender of this Warrant at
the principal office of the Issuer together with the properly endorsed Exercise
Form in which event the Issuer shall issue to the Holder a number of shares of
Common Stock computed using the following formula:

                  X = Y  (B-A)
                         -----
                           B

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

                  Y =    the number of shares of Common Stock purchasable
                         upon exercise of all of the Warrant or, if only a
                         portion of the Warrant is being exercised, the
                         portion of the Warrant being exercised.

                  A =    the Warrant Price.

                  B =    the Per Share Market Value of one share of Common
                         Stock.

         (d) Issuance of Stock Certificates. In the event of exercise of this
Warrant in accordance with and subject to the terms and conditions hereof, (i)
certificates for the shares of Warrant Stock so purchased shall be dated the
date of such exercise and delivered to the Holder hereof within a reasonable
time, not exceeding three (3) Trading Days after such exercise or, at the
request of the Holder (provided that a registration statement under the
Securities Act providing for the resale of the Warrant Stock is then in effect),
issued and delivered to the Depository Trust Company ("DTC") account on the
Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC")
within a reasonable time, not exceeding three (3) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

         (e) Transferability of Warrant. Subject to Section 2(g) and Section
2(h), this Warrant may be transferred by a Holder without the consent of the
Issuer. If transferred pursuant to this paragraph, this Warrant may be
transferred on the books of the Issuer by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant at the principal office of
the Issuer, properly endorsed (by the Holder executing an assignment in the form
attached hereto) and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer. This Warrant is exchangeable at
the principal office of the Issuer for Warrants for the purchase of the same
aggregate number of shares of Warrant Stock, each new Warrant to represent the
right to purchase such number of shares of Warrant Stock as the Holder hereof
shall designate at the time of such exchange. All Warrants issued on transfers
or exchanges shall be dated the Original Issue Date and shall be identical with
this Warrant except as to the number of shares of Warrant Stock issuable
pursuant thereto.


                                       2
<PAGE>

         (f) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         (g) Compliance with Securities Laws.

             (i) The Holder of this Warrant, by acceptance hereof, acknowledges
         that this Warrant or the shares of Warrant Stock to be issued upon
         exercise hereof are being acquired solely for the Holder's own account
         and not as a nominee for any other party, and for investment, and that
         the Holder will not offer, sell or otherwise dispose of this Warrant or
         any shares of Warrant Stock to be issued upon exercise hereof except
         pursuant to an effective registration statement, or an exemption from
         registration, under the Securities Act and any applicable state
         securities laws.

             (ii) Except as provided in paragraph (iii) below, this Warrant and
         all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

             THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
             EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
             ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
             SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
             DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
             UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL
             HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
             IT THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
             ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
             LAWS IS NOT REQUIRED.


                                       3
<PAGE>

             (iii) The Issuer agrees to reissue certificates representing any of
         the Warrant Stock, without the legend set forth above if at such time,
         prior to making any transfer of any such securities, the Holder shall
         give written notice to the Issuer describing the manner and terms of
         such transfer and removal as the Issuer may reasonably request. Such
         proposed transfer and removal will not be effected until: (a) either
         (i) the Issuer has received an opinion of counsel reasonably
         satisfactory to the Issuer, to the effect that the registration of such
         securities under the Securities Act is not required in connection with
         such proposed transfer, (ii) a registration statement under the
         Securities Act covering such proposed disposition has been filed by the
         Issuer with the Securities and Exchange Commission and has become
         effective under the Securities Act, (iii) the Issuer has received other
         evidence reasonably satisfactory to the Issuer that such registration
         and qualification under the Securities Act and state securities laws
         are not required, or (iv) the Holder provides the Issuer with
         reasonable assurances that such security can be sold pursuant to Rule
         144 under the Securities Act; and (b) either (i) the Issuer has
         received an opinion of counsel reasonably satisfactory to the Issuer,
         to the effect that registration or qualification under the securities
         or "blue sky" laws of any state is not required in connection with such
         proposed disposition, or (ii) compliance with applicable state
         securities or "blue sky" laws has been effected or a valid exemption
         exists with respect thereto. The Issuer will respond to any such notice
         from a holder within five (5) business days. In the case of any
         proposed transfer under this Section 2(g), the Issuer will use
         reasonable efforts to comply with any such applicable state securities
         or "blue sky" laws, but shall in no event be required, (x) to qualify
         to do business in any state where it is not then qualified, (y) to take
         any action that would subject it to tax or to the general service of
         process in any state where it is not then subject, or (z) to comply
         with state securities or "blue sky" laws of any state for which
         registration by coordination is unavailable to the Issuer. The
         restrictions on transfer contained in this Section 2(g) shall be in
         addition to, and not by way of limitation of, any other restrictions on
         transfer contained in any other section of this Warrant. Whenever a
         certificate representing the Warrant Stock is required to be issued to
         a the Holder without a legend, in lieu of delivering physical
         certificates representing the Warrant Stock, provided the Issuer's
         transfer agent is participating in the DTC Fast Automated Securities
         Transfer program, the Issuer shall use its reasonable best efforts to
         cause its transfer agent to electronically transmit the Warrant Stock
         to the Holder by crediting the account of the Holder's Prime Broker
         with DTC through its DWAC system (to the extent not inconsistent with
         any provisions of this Warrant).

         (h) In no event may the Holder exercise this Warrant in whole or in
part unless the Holder is an "accredited investor" as defined in Regulation D
under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
non-assessable and free from all taxes, liens and charges created by or through
the Issuer. The Issuer further covenants and agrees that during the period
within which this Warrant may be exercised, the Issuer will at all times have
authorized and reserved for the purpose of the issue upon exercise of this
Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.

                                       4
<PAGE>

         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its reasonable best efforts as expeditiously as possible at its
expense to cause such shares to be duly registered or qualified. If the Issuer
shall list any shares of Common Stock on any securities exchange or market it
will, at its expense, list thereon, maintain and increase when necessary such
listing, of, all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided hereunder (provided that such Warrant
Stock has been registered pursuant to a registration statement under the
Securities Act then in effect), and, to the extent permissible under the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect
the rights of the Holder hereof against dilution (to the extent specifically
provided herein) or impairment. Without limiting the generality of the
foregoing, the Issuer will (i) not permit the par value, if any, of its Common
Stock to exceed the then effective Warrant Price, (ii) not amend or modify any
provision of the Articles of Incorporation or by-laws of the Issuer in any
manner that would adversely affect the rights of the Holders of the Warrants in
their capacity as Holders of the Warrants, (iii) take all such action as may be
reasonably necessary in order that the Issuer may validly and legally issue
fully paid and nonassessable shares of Common Stock, free and clear of any
liens, claims, encumbrances and restrictions (other than as provided herein)
upon the exercise of this Warrant, and (iv) use its reasonable best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be reasonably necessary to
enable the Issuer to perform its obligations under this Warrant.

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price. The price at which such shares may be
purchased upon exercise of this Warrant shall be subject to adjustment from time
to time as set forth in this Section 4. The Issuer shall give the Holder notice
of any event described below which requires an adjustment pursuant to this
Section 4 in accordance with the notice provisions set forth in Section 5.



                                       5
<PAGE>

         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

             (i) In case the Issuer after the Original Issue Date shall do any
         of the following (each, a "Triggering Event"): (a) consolidate or merge
         with or into another corporation where the holders of outstanding
         Voting Stock prior to such merger or consolidation do not own over 50%
         of the outstanding Voting Stock of the merged or consolidated entity
         immediately after such merger or consolidation, or (b) sell all or
         substantially all of its properties or assets to any other Person, or
         (c) change the Common Stock to the same or different number of shares
         of any class or classes of stock, whether by reclassification,
         exchange, substitution or otherwise (other than by way of a stock split
         or combination of shares or stock dividends or distributions provided
         for in Section 4(b) or Section 4(c)), or (d) effect a capital
         reorganization (other than by way of a stock split or combination of
         shares or stock dividends or distributions provided for in Section 4(b)
         or Section 4(c)), then, and in the case of each such Triggering Event,
         proper provision shall be made so that, upon the basis and the terms
         and in the manner provided in this Warrant, the Holder of this Warrant
         shall be entitled upon the exercise hereof at any time after the
         consummation of such Triggering Event, to the extent this Warrant is
         not exercised prior to such Triggering Event, to receive at the Warrant
         Price in effect at the time immediately prior to the consummation of
         such Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto, subject to adjustments (subsequent to such corporate action)
         as nearly equivalent as possible to the adjustments provided for
         elsewhere in this Section 4.

             (ii) Notwithstanding anything contained in this Warrant to the
         contrary, a Triggering Event shall not be deemed to have occurred if,
         prior to the consummation thereof, each Person (other than the Issuer)
         which may be required to deliver any securities, cash or property upon
         the exercise of this Warrant as provided herein shall assume, by
         written instrument delivered to, and reasonably satisfactory to, the
         Holder of this Warrant, (A) the obligations of the Issuer under this
         Warrant (and if the Issuer shall survive the consummation of such
         Triggering Event, such assumption shall be in addition to, and shall
         not release the Issuer from, any continuing obligations of the Issuer
         under this Warrant) and (B) the obligation to deliver to such Holder
         such shares of securities, cash or property as, in accordance with the
         foregoing provisions of this subsection (a), such Holder shall be
         entitled to receive, and such Person shall have similarly delivered to
         such Holder a written acknowledgement executed by the President or
         Chief Financial Officer of the Company, stating that this Warrant shall
         thereafter continue in full force and effect and the terms hereof
         (including, without limitation, all of the provisions of this
         subsection (a)) shall be applicable to the securities, cash or property
         which such Person may be required to deliver upon any exercise of this
         Warrant or the exercise of any rights pursuant hereto.

         (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

             (i) make or issue or set a record date for the holders of its
         Common Stock for the purpose of entitling them to receive a dividend
         payable in, or other distribution of, shares of Common Stock,



                                       6
<PAGE>

             (ii) subdivide its outstanding shares of Common Stock into a larger
         number of shares of Common Stock, or

             (iii) combine its outstanding shares of Common Stock into a smaller
         number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

Notwithstanding the foregoing, if such record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Warrant Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

         (c) Certain Other Distributions. If at any time the Issuer shall make
or issue or set a record date for the determination of the holders of its Common
Stock for the purpose of entitling them to receive any dividend or other
distribution of:

             (i) cash (other than a cash dividend payable out of earnings or
         earned surplus legally available for the payment of dividends under the
         laws of the jurisdiction of incorporation of the Issuer),

             (ii) any evidences of its indebtedness, any shares of stock of any
         class or any other securities or property of any nature whatsoever
         (other than cash, Convertible Securities or Additional Shares of Common
         Stock), or

             (iii) any warrants or other rights to subscribe for or purchase any
         evidences of its indebtedness, any shares of stock of any class or any
         other securities or property of any nature whatsoever (other than cash,
         Convertible Securities or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is
exercisable immediately after such adjustment. A reclassification of the Common
Stock (other than a change in par value, or from par value to no par value or
from no par value to par value) into shares of Common Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its Common Stock of such shares of such other class of stock within the
meaning of this Section 4(c) and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4(b).



                                       7
<PAGE>

Notwithstanding the foregoing, if such record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Warrant Price shall be adjusted pursuant to this
Section 4(c) as of the time of actual payment of such dividends or
distributions.

         (d) Issuance of Additional Shares of Common Stock.

             (i) In the event the Issuer shall at any time following the
Original Issue Date issue any Additional Shares of Common Stock (otherwise than
as provided in the foregoing subsections (a) through (c) of this Section 4), at
a price per share less than the Warrant Price then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to that price determined by multiplying the Warrant Price then in effect by a
fraction:

                 (A) the numerator of which shall be equal to the sum of (x) the
             number of shares of Outstanding Common Stock immediately prior to
             the issuance of such Additional Shares of Common Stock plus (y) the
             number of shares of Common Stock (rounded to the nearest whole
             share) which the aggregate consideration for the total number of
             such Additional Shares of Common Stock so issued would purchase at
             a price per share equal to the Warrant Price then in effect, and

                 (B) the denominator of which shall be equal to the number of
             shares of Outstanding Common Stock immediately after the issuance
             of such Additional Shares of Common Stock.

             (ii) No adjustment of the number of shares of Common Stock for
which this Warrant shall be exercisable shall be made under paragraph (i) of
Section 4(d) upon the issuance of any Additional Shares of Common Stock which
are issued pursuant to the exercise of any Common Stock Equivalents, if any such
adjustment shall previously have been made upon the issuance of such Common
Stock Equivalents (or upon the issuance of any warrant or other rights therefor)
pursuant to Section 4(e).


                                       8
<PAGE>

         (e) Issuance of Common Stock Equivalents. If at any time the Issuer
shall issue or sell any Common Stock Equivalents, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the aggregate
price per share for which Common Stock is issuable upon such conversion or
exchange plus the consideration received by the Issuer for issuance of such
Common Stock Equivalent divided by the number of shares of Common Stock issuable
pursuant to such Common Stock Equivalent shall be less than the Warrant Price in
effect immediately prior to the time of such issue or sale, then the number of
shares of Common Stock for which this Warrant is exercisable and the Warrant
Price then in effect shall be adjusted as provided in Section 4(d) on the basis
that the maximum number of Additional Shares of Common Stock necessary to effect
the conversion or exchange of all such Common Stock Equivalents shall be deemed
to have been issued and outstanding and the Issuer shall have received all of
the consideration payable therefor, if any, as of the date of actual issuance of
such Common Stock Equivalents. No further adjustment of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect shall be made under this Section 4(e) upon the issuance of any Common
Stock Equivalents which are issued pursuant to the exercise of any warrants or
other subscription or purchase rights therefor, if any such adjustment shall
previously have been made upon the issuance of such warrants or other rights
pursuant to this Section 4(e). No further adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon conversion
or exchange of such Common Stock Equivalents.

         (f) Superseding Adjustment. If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall have been made pursuant to Section 4(e) as
the result of any issuance of Common Stock Equivalents, and (i) such Common
Stock Equivalents, or the right of conversion or exchange in such Common Stock
Equivalents, shall expire, and all or a portion of such or the right of
conversion or exchange with respect to all or a portion of such Common Stock
Equivalents, as the case may be, shall not have been exercised, or (ii) the
consideration per share for which shares of Common Stock are issuable pursuant
to such Common Stock Equivalents shall be increased, then such previous
adjustment shall be rescinded and annulled and the Additional Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection with the adjustment so rescinded and annulled shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this Section 4(f) above, there shall be a recomputation
made of the effect of such Common Stock Equivalents on the basis of: (i)
treating the number of Additional Shares of Common Stock theretofore actually
issued or issuable pursuant to the previous exercise of Common Stock Equivalents
or any such right of conversion or exchange, as having been issued on the date
or dates of any such exercise and for the consideration actually received and
receivable therefor, and (ii) treating any such Common Stock Equivalents which
then remain outstanding as having been granted or issued immediately after the
time of such increase of the consideration per share for which Additional Shares
of Common Stock are issuable under such Common Stock Equivalents; whereupon a
new adjustment of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Price then in effect shall be made, which new
adjustment shall supersede the previous adjustment so rescinded and annulled.

         (g) Purchase of Common Stock by the Issuer. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value, then
the Warrant Price upon each such purchase, redemption or acquisition shall be
adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate consideration for the
total number of such shares of Common Stock so purchased, redeemed or acquired
would purchase at the Per Share Market Value; and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase, redemption or acquisition. For the purposes of this subsection (h),
the date as of which the Per Share Market Price shall be computed shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual purchase, redemption or acquisition of such Common Stock. For the
purposes of this subsection (h), a purchase, redemption or acquisition of a
Common Stock Equivalent shall be deemed to be a purchase of the underlying
Common Stock, and the computation herein required shall be made on the basis of
the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made, whether or not
such Common Stock Equivalent is actually exercisable, convertible or
exchangeable on such date.



                                       9
<PAGE>

         (h) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

             (i) Computation of Consideration. To the extent that any Additional
Shares of Common Stock shall be issued for cash consideration, the consideration
received by the Issuer therefor shall be the amount of the cash received by the
Issuer therefor, or, if such Additional Shares of Common Stock are offered by
the Issuer for subscription, the subscription price, or, if such Additional
Shares of Common Stock are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). In connection with any
merger or consolidation in which the Issuer is the surviving corporation (other
than any consolidation or merger in which the previously outstanding shares of
Common Stock of the Issuer shall be changed to or exchanged for the stock or
other securities of another corporation), the amount of consideration therefore
shall be deemed to be the fair value, as determined reasonably and in good faith
by the Board, of such portion of the assets and business of the nonsurviving
corporation as the Board may determine to be attributable to such Additional
Shares of Common Stock. The consideration for any Additional Shares of Common
Stock issuable pursuant to any Convertible Securities or warrants or other
rights to subscribe for or purchase the same shall be the consideration received
by the Issuer for issuing such Convertible Securities or warrants or other
rights plus the additional consideration payable to the Issuer upon exercise of
such warrants or other rights. In the event of any consolidation or merger of
the Issuer in which the Issuer is not the surviving corporation or in which the
previously outstanding shares of Common Stock of the Issuer shall be changed
into or exchanged for the stock or other securities of another corporation, or
in the event of any sale of all or substantially all of the assets of the Issuer
for stock or other securities of any corporation, the Issuer shall be deemed to
have issued a number of shares of its Common Stock for stock or securities or
other property of the other corporation computed on the basis of the actual
exchange ratio on which the transaction was predicated, and for a consideration
equal to the fair market value on the date of such transaction of all such stock
or securities or other property of the other corporation. In the event any
consideration received by the Issuer for any securities consists of property
other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the Board. In the
event Common Stock is issued with other shares or securities or other assets of
the Issuer for consideration which covers both, the consideration computed as
provided in this Section 4(h)(i) shall be allocated among such securities and
assets as determined in good faith by the Board.



                                       10
<PAGE>

             (ii) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common Stock for which this Warrant is exercisable that would otherwise be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section 4(b)) up to, but not
beyond the date of exercise if such adjustment either by itself or with other
adjustments not previously made adds or subtracts less than one percent (1%) of
the shares of Common Stock for which this Warrant is exercisable immediately
prior to the making of such adjustment. Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result in
a minimum adjustment or on the date of exercise. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

             (iii) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

             (iv) When Adjustment Not Required. If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

         (i) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (j) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.



                                       11
<PAGE>

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big four" selected by the Holder,
provided that the Issuer shall have ten (10) days after receipt of notice from
such Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection unless the Issuer identifies a valid conflict of interest for such
firm with any of the parties. The firm selected by the Holder of this Warrant as
provided in the preceding sentence shall be instructed to deliver a written
opinion as to such matters to the Issuer and such Holder within thirty (30) days
after submission to it of such dispute. Such opinion shall be final and binding
on the parties hereto. The costs and expenses of such accounting firm shall be
paid equally by the Company and the Holder.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 4.9% of the then issued and outstanding shares of
Common Stock; provided, however, that upon a holder of this Warrant providing
the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

             (b) The Holder may not exercise the Warrant hereunder to the extent
such exercise would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.9% of the then issued and outstanding shares of Common Stock,
including shares issuable upon exercise of the Warrant held by the Holder after
application of this Section; provided, however, that upon a holder of this
Warrant providing the Company with a Waiver Notice that such holder would like
to waive this Section 7(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.



                                       12
<PAGE>

         8. Registration Rights. If the Issuer shall determine to proceed with
the preparation and filing of a registration statement under the Securities Act
in connection with the proposed offer and sale of any of its securities by it or
any of its security holders (other than a registration statement on Form S-4,
S-8 or other limited purpose form), then the Issuer will give written notice of
its determination to the Holder. Upon the written request from the Holder, the
Issuer will cause all shares of Common Stock issuable upon the exercise of this
Warrant to be included in such registration statement, all to the extent
requisite to permit the resale by the Holder of such shares of Common Stock
issuable upon the exercise of this Warrant.

         9. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

                  "Additional Shares of Common Stock" means all shares of Common
         Stock issued by the Issuer after the Original Issue Date, and all
         shares of Other Common, if any, issued by the Issuer after the Original
         Issue Date, except: (i) securities issued (other than for cash) in
         connection with a merger, acquisition, or consolidation, (ii)
         securities issued pursuant to a bona fide firm underwritten public
         offering of the Issuer's securities, (iii) securities issued pursuant
         to the conversion or exercise of convertible or excercisable securities
         issued or outstanding on or prior to the date hereof or issued pursuant
         to the Purchase Agreement, (iv) the Warrant Stock, (v) securities
         issued in connection with strategic alliances or other partnering
         arrangements so long as such issuances are not for the purpose of
         raising capital, (vi) Common Stock issued or options to purchase Common
         Stock granted or issued pursuant to the Issuer's stock option plans and
         employee stock purchase plans as they now exist, and (vii) any warrants
         issued to 1st SB Partners Ltd. for consulting services.

                  "Articles of Incorporation" means the Articles of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership interests or limited liability company interests
         in any limited liability company, and (iv) all equity or ownership
         interests in any Person of any other type.



                                       13
<PAGE>

                  "Common Stock" means the Common Stock, par value $.001 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Common Stock Equivalent" means any Convertible Security or
         warrant, option or other right to subscribe for or purchase any
         Additional Shares of Common Stock or any Convertible Security.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer" means Silver Star Energy, Inc., a Nevada corporation,
         and its successors and assigns.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock issuable
         under the Warrants at the time outstanding.

                  "Original Issue Date" means September 15, 2005.

                  "OTC Bulletin Board" means the over-the-counter electronic
         bulletin board.

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Outstanding Common Stock" means, at any given time, the
         aggregate amount of outstanding shares of Common Stock, assuming full
         exercise, conversion or exchange (as applicable) of all options,
         warrants and other Securities which are convertible into or exercisable
         or exchangeable for, and any right to subscribe for, shares of Common
         Stock that are outstanding at such time.



                                       14
<PAGE>

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular date (a) the
         closing bid price for a share of Common Stock in the over-the-counter
         market, as reported by the OTC Bulletin Board or in the National
         Quotation Bureau Incorporated or similar organization or agency
         succeeding to its functions of reporting prices) at the close of
         business on such date, or (b) if the Common Stock is not then reported
         by the OTC Bulletin Board or the National Quotation Bureau Incorporated
         (or similar organization or agency succeeding to its functions of
         reporting prices), then the average of the "Pink Sheet" quotes for the
         relevant determination period, or (c) if the Common Stock is not then
         publicly traded the fair market value of a share of Common Stock as
         determined by the Board in good faith; provided, however, that the
         Majority Holders, after receipt of the determination by the Board,
         shall have the right to select, jointly with the Issuer, an Independent
         Appraiser, in which case, the fair market value shall be the
         determination by such Independent Appraiser; and provided, further that
         all determinations of the Per Share Market Value shall be appropriately
         adjusted for any stock dividends, stock splits or other similar
         transactions during such period. The determination of fair market value
         shall be based upon the fair market value of the Issuer determined on a
         going concern basis as between a willing buyer and a willing seller and
         taking into account all relevant factors determinative of value, and
         shall be final and binding on all parties. In determining the fair
         market value of any shares of Common Stock, no consideration shall be
         given to any restrictions on transfer of the Common Stock imposed by
         agreement or by federal or state securities laws, or to the existence
         or absence of, or any limitations on, voting rights.

                  "Purchase Agreement" means the Note and Warrant Purchase
         Agreement dated as of September 30, 2005, among the Issuer and the
         Purchasers.

                  "Purchasers" means the purchasers of the convertible
         promissory notes and the Warrants issued by the Issuer pursuant to the
         Purchase Agreement.

                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.



                                       15
<PAGE>

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on the OTC Bulletin Board, or (b) if the Common Stock is not
         traded on the OTC Bulletin Board, a day on which the Common Stock is
         quoted in the over-the-counter market as reported by the National
         Quotation Bureau Incorporated (or any similar organization or agency
         succeeding its functions of reporting prices); provided, however, that
         in the event that the Common Stock is not listed or quoted as set forth
         in (a) or (b) hereof, then Trading Day shall mean any day except
         Saturday, Sunday and any day which shall be a legal holiday or a day on
         which banking institutions in the State of New York are authorized or
         required by law or other government action to close.

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "Warrants" means the Warrants issued and sold pursuant to this
         Warrant, and any other warrants of like tenor issued in substitution or
         exchange for any thereof pursuant to the provisions of Section 2(c),
         2(d) or 2(e) hereof or of any of such other Warrants.

                  "Warrant Price" initially means U.S. $.63, as such Warrant
         Price may be adjusted from time to time as shall result from the
         adjustments specified in this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after giving effect to all prior adjustments
         and increases to such number made or required to be made under the
         terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         10. Other Notices. In case at any time:

                            (A)  the Issuer shall make any distributions to the
                                 holders of Common Stock; or

                            (B)  the Issuer shall authorize the granting to all
                                 holders of its Common Stock of rights to
                                 subscribe for or purchase any shares of Capital
                                 Stock of any class or other rights; or

                            (C)  there shall be any reclassification of the
                                 Capital Stock of the Issuer; or

                            (D)  there shall be any capital reorganization by
                                 the Issuer; or

                            (E)  there shall be any (i) consolidation or merger
                                 involving the Issuer or (ii) sale, transfer or
                                 other disposition of all or substantially all
                                 of the Issuer's property, assets or business
                                 (except a merger or other reorganization in
                                 which the Issuer shall be the surviving
                                 corporation and its shares of Capital Stock
                                 shall continue to be outstanding and unchanged
                                 and except a consolidation, merger, sale,
                                 transfer or other disposition involving a
                                 wholly-owned Subsidiary); or



                                       16
<PAGE>

                            (F)  there shall be a voluntary or involuntary
                                 dissolution, liquidation or winding-up of the
                                 Issuer or any partial liquidation of the Issuer
                                 or distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the record date or effective date for the event specified in
such notice.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

         12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, or (iii) actual receipt by the
party to whom such notice is required to be given. The addresses for such
communications shall be with respect to the Holder of this Warrant or of Warrant
Stock issued pursuant hereto, addressed to such Holder at its last known address
or facsimile number appearing on the books of the Issuer maintained for such
purposes, or with respect to the Issuer, addressed to:



                                       17
<PAGE>

                             Silver Star Energy, Inc.
                             11300 West Olympic Boulevard, Suite 800
                             Los Angeles, CA 90064
                             Attention: Chief Executive Officer
                             Tel. No.: (310) 477-2211
                             Fax No.:  (310) 445-8800

Copies of notices to the Holder shall be sent to ___________________. Any party
hereto may from time to time change its address for notices by giving at least
ten (10) days written notice of such changed address to the other party hereto.

         14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent for the purpose of issuing shares of Warrant
Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2
hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof
or replacing this Warrant pursuant to subsection (d) of Section 3 hereof, or any
of the foregoing, and thereafter any such issuance, exchange or replacement, as
the case may be, shall be made at such office by such agent.

         15. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

         16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

         18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


IN WITNESS WHEREOF, the Issuer has executed this Series D Warrant as of the day
and year first above written.




                                       18
<PAGE>

                                            SILVER STAR ENERGY, INC.:


                                            By:  /s/ David Naylor
                                                ------------------------------
                                                Name:  David Naylor
                                                Title: Chief Financial Officer





























                                       19
<PAGE>



                                  EXERCISE FORM

                                    [ISSUER]

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of
____________________ covered by the within Warrant.


Dated: _________________            Signature  ___________________________

                                    Address    ___________________________

                                               ___________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature  ___________________________

                                    Address    ___________________________

                                               ___________________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature  ___________________________

                                    Address    ___________________________

                                               ___________________________

                           FOR USE BY THE ISSUER ONLY:
This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.



                                       20