Exhibit 10.2

NEITHER THIS WARRANT NOR THE  SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE
"SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAW,  AND THIS  WARRANT  AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME
ARE  REGISTERED  AND QUALIFIED IN  ACCORDANCE  WITH THE  SECURITIES  ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS,  OR IN THE  OPINION OF  COUNSEL  REASONABLY
SATISFACTORY TO THE CORPORATION,  SUCH  REGISTRATION AND  QUALIFICATION  ARE NOT
REQUIRED.

                           WARRANT TO PURCHASE SHARES
                      OF COMMON STOCK OF CUBIC ENERGY, INC.

                                              Issue Date: ______________________


         THIS CERTIFIES THAT, for value received,  Tauren  Exploration,  Inc., a
Texas corporation  ("Holder"),  is entitled,  subject to the provisions and upon
the terms and conditions hereinafter set forth, to subscribe for and purchase up
to Fifty Thousand (50,000) Shares, as adjusted pursuant to the provisions hereof
(the "Number"),  of the fully paid and  nonassessable  Common Stock,  Five Cents
($0.05) par value, of CUBIC ENERGY,  INC., a Texas corporation (the "Company" or
the  "Corporation"),  for a price per Share equal to Seventy  Cents ($0.70) (the
"Exercise Price").  The Number and Exercise Price shall be subject to adjustment
as hereafter provided.

         Certain terms not otherwise  defined herein have the meanings set forth
in Section 4.5 hereof.


         1. Term. Subject to the provisions of this Warrant,  the purchase right
represented  by this Warrant is  exercisable,  in whole or in part,  at any time
from the date written  above,  from time to time until  November 9, 2009, @ 5:00
p.m., CST.

         2. Method of Exercise.  The purchase right  represented by this Warrant
may be  exercised  by the  Holder  hereof,  in whole or in part and from time to
time,  by the  surrender  of this  Warrant  (with the  notice of  exercise  form
attached  hereto as  Exhibit A duly  executed)  at the  principal  office of the
Company and by the payment to the Company,  by check or by wire transfer,  of an
amount equal to the then applicable  Exercise Price per Share  multiplied by the
number of Shares then being  purchased.  The person or persons in whose  name(s)
any certificate(s)  representing  Shares shall be issuable upon exercise of this
Warrant  shall be deemed to have become the holder(s) of record of, and shall be
treated for all  purposes  as the record  holder(s)  of, the Shares  represented
thereby (and such Shares shall be deemed to have been issued)  immediately prior
to the  close of  business  on the date or dates  upon  which  this  Warrant  is
exercised  and the then  applicable  Exercise  Price  paid.  In the event of any
exercise of the rights represented by this Warrant,  certificates for the Shares
of Common Stock so purchased  shall be delivered to the person(s)  designated on
the notice of exercise as soon as possible  and in any event  within  twenty-one



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<PAGE>

(21) days after  receipt  of such  notice  and  payment  of the then  applicable
Exercise Price and, unless this Warrant has been fully  exercised or expired,  a
new Warrant  representing  the portion of the Shares,  if any,  with  respect to
which this Warrant shall not then have been  exercised and  containing  the same
terms and  conditions  of this  Warrant  shall  also be issued to the  person(s)
designated on the notice of exercise as soon as possible and in any event within
such twenty-one (21) day period.

         3. Stock  Fully  Paid;  Reservation  of Shares.  All Shares that may be
issued upon the  exercise of the rights  represented  by this  Warrant,  and all
shares into which such Shares are convertible will, upon issuance, be fully paid
and  nonassessable,  and free from all taxes,  liens and charges with respect to
the issue thereof.  During the period within which the rights represented by the
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved  for the  purpose of issuance  upon  exercise  of the  purchase  rights
evidenced  by this  Warrant,  a  sufficient  number of Shares to provide for the
exercise in full of the unexercised rights represented by this Warrant.

         4.  Adjustment of Exercise  Price and Number of Shares.  The Number and
the Exercise Price shall be subject to adjustment from time to time as set forth
in this Section 4.

                  4.1 Stock Dividends,  Subdivisions and Combinations. If at any
time the Company shall:

                           (i) take a record of the holders of its Common  Stock
for the  purpose of  entitling  them to receive a dividend  payable in, or other
distribution of, additional Shares of Common Stock,

                           (ii) Subdivide its outstanding Shares of Common Stock
into a larger number of Shares of such Common Stock, or

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

then the  Exercise  Price shall be adjusted to equal the product of the Exercise
Price in effect  immediately  prior to such event  multiplied  by a fraction the
numerator of which is equal to the number of Shares of Common Stock  Outstanding
immediately prior to the adjustment and the denominator of which is equal to the
number of Shares of Common Stock Outstanding immediately after such adjustment.

                  4.2  Adjustment to Number.  At the time the Exercise  Price is
adjusted,   the  Number  shall  also  be  adjusted  by  multiplying  the  Number
immediately  prior to the adjustment by a fraction the numerator of which is the
Exercise Price  immediately prior to the adjustment and the denominator of which
is the adjusted Exercise Price.

                  4.3  Conversion,  Reorganization,   Reclassification,  Merger,
Consolidation  or Disposition of Assets.  In case the Company shall convert into
another form of entity,  reorganize  its capital,  reclassify its capital stock,



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<PAGE>

consolidate  or merge with or into another  entity (where the Company is not the
surviving  entity or where there is any change  whatsoever  in, or  distribution
with respect to, the Outstanding Common Stock of the Company), or sell, transfer
or otherwise  dispose of all or  substantially  all of its  property,  assets or
business  to  another  entity  and,  pursuant  to the terms of such  conversion,
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets,  (i)  ownership  interests or shares of common stock of the successor or
acquiring  entity or of the Company (if it is the surviving  entity) or (ii) any
cash,  ownership  interests,  shares of stock or other securities or property of
any nature  whatsoever  (including  warrants or other  subscription  or purchase
rights) in addition to or in lieu of ownership  interests or common stock of the
successor  or  acquiring  entity  ("Other  Property")  are to be  received by or
distributed  to the  holders  of Common  Stock of the  Company  who are  holders
immediately  prior to such  transaction,  then the Holder of this Warrant  shall
have the right thereafter to receive,  upon exercise of this Warrant, the number
of ownership  interests or shares of common stock of the  successor or acquiring
entity or of the Company,  if it is the  surviving  entity,  and Other  Property
receivable   upon  or  as  a   result   of  such   conversion,   reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of Shares of Common  Stock for which  this  Warrant  is  exercisable
immediately  prior to such event.  In such event,  the aggregate  Exercise Price
otherwise  payable for the Shares of Common Stock issuable upon exercise of this
Warrant shall be allocated  among the shares of common stock and Other  Property
receivable  as a result of such  conversion,  reorganization,  reclassification,
merger,  consolidation  or disposition of assets in proportion to the respective
fair  market  values  of such  shares of common  stock  and  Other  Property  as
determined  in good  faith by the Board of  Directors  of the  Company.  For the
purposes of this  Section 4,  "ownership  interests or shares of common stock of
the  successor or acquiring  entity"  shall  include  partnership  units of such
entity of any class,  stock of such  entity of any class,  both of which are not
preferred  as  to   redemption,   and  shall  also  include  any   evidences  of
indebtedness,  partnership units,  shares of stock or other securities which are
convertible into or exchangeable for any such partnership units or stock, either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified event,  and any warrants,  options or other rights to subscribe for or
purchase any such partnership  units or stock. The foregoing  provisions of this
Section  4.3  shall  similarly  apply to the  successive  conversions,  mergers,
consolidations or dispositions of assets.

                  4.4 Other  Provisions  Applicable  to  Adjustments  Under this
Section.  The  following  provisions  shall  be  applicable  to the  adjustments
provided  for pursuant to this Section 4: (a) When  Adjustment  To Be Made.  The
adjustments  required by this  Section 4 shall be made  whenever and as often as
any specified event requiring such an adjustment shall occur. For the purpose of
any such adjustment, any specified event shall be deemed to have occurred at the
close of business on the date of its occurrence.

                           (b) 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.



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<PAGE>

                           (c) When  Adjustment  Not  Required.  If the  Company
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
entitling them to receive a dividend or  distribution to which the provisions of
Section 4.1 would apply,  but shall,  thereafter and before the  distribution to
stockholders  thereof,  legally abandon its plan to pay or deliver such dividend
or  distribution,  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.

                           (d)  Independent  Application.  Except  as  otherwise
provided  herein,  all  subsections  of this  Section 4 are  intended to operate
independently of one another (but without duplication).  If an event occurs that
requires the application of more than one subsection, all applicable subsections
shall be given independent effect without duplication.

                           (e) No Impairment.  The Corporation  will not through
any  conversion,  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities or any other voluntary  action,  avoid
the  observance or  performance  of any of the terms to be observed or performed
hereunder by the  Corporation  but will at all times in good faith assist in the
carrying  out of all the  provisions  of this Section 4 and in the taking of all
such  action  as may be  necessary  or  appropriate  in  order  to  protect  the
conversion  rights  of the  Holder  against  impairment.  Without  limiting  the
generality of the foregoing,  the  Corporation (i) will not permit the par value
of any Shares of Common Stock at the time  receivable  upon the exercise of this
Warrant to exceed  the  Exercise  Price then in effect,  (ii) will take all such
action as may be  necessary or  appropriate  in order that the  Corporation  may
validly and legally issue fully paid nonassessable Shares of Common Stock on the
exercise of this  Warrant,  and (iii) will not take any action which  results in
any  adjustment  of the  Exercise  Price if the total number of Shares of Common
Stock  issuable after the action upon the exercise of this Warrant and all other
warrants, options and other rights to acquire Common Stock will exceed the total
number  of  Shares  of  Common  Stock  then   authorized   by  the  Articles  of
Incorporation  of the  Corporation  and  available for the purpose of issue upon
such exercise.

                           (f)   Certificate   as  to   Adjustments.   Upon  the
occurrence of each  adjustment  or  readjustment  of the Exercise  Price and the
Number pursuant to this Section 4, the Corporation at its expense shall promptly
compute such  adjustment or readjustment in accordance with the terms hereof and
furnish  to  the  Holder  a  certificate   setting  forth  such   adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based,  including a statement of (i) the consideration  received
or to be received by the Corporation for any additional  Stock issued or sold or
deemed to have been  issued,  (ii) the  number  of Shares of Common  Stock  then
outstanding  or deemed to be  outstanding,  and (iii) the Exercise Price and the
Number in effect  immediately  prior to such issue or sale and as  adjusted  and
readjusted on account thereof, showing how each was calculated.  The Corporation
shall, as promptly as practicable  following its receipt of the written request,
but in any event  within ten (10)  Business  Days after  receipt of such written
request,  of the Holder  furnish or cause to be  furnished  to the Holder a like
certificate  setting  forth (i) the  Exercise  Price  and  Number at the time in
effect, showing how each was calculated, and (ii) the number of Shares of Common
Stock and the  amount,  if any,  of other  property  which at the time  would be
received upon the exercise of this Warrant.



                                       4
<PAGE>

                           (g)  Notices  of  Record  Date.  In the  event of any
taking by the  Corporation of a record of the holders of any class of securities
for the purpose of determining  the holders  thereof who are entitled to receive
any dividend  (other than a cash  dividend  which is the same as cash  dividends
paid in previous quarters) or other distribution, or any right to subscribe for,
purchase  or  otherwise  acquire  any  Shares of stock of any class or any other
securities or property,  or to receive any other right,  the  Corporation  shall
mail to the Holder at least ten (10) days prior to the date specified therein, a
notice  specifying  the date on which  any such  record  is to be taken  for the
purpose of such dividend or distribution.

                           (h) Common Stock Reserved.  The Corporation  shall at
all times reserve and keep available out of its  authorized but unissued  Common
Stock  such  number  of Shares  of  Common  Stock as shall  from time to time be
sufficient to effect the exercise of this Warrant.


                  4.5 Definitions.  The following terms shall have the following
meanings,  which meanings shall be equally applicable to the singular and plural
forms of such terms:

                  "Business  Day"  means  any day which is not a  Saturday  or a
Sunday or a public  holiday or a day on which banks are required or permitted to
close under the laws of the State of Texas.

                  "Common  Stock"  means the one  class of  Common  Stock of the
Company, Five Cents ($0.05) par value.

                  "Company or  Corporation"  shall mean Cubic  Energy,  Inc.,  a
Texas corporation.

                  "Exercise  Price"  shall  have the  meaning  set  forth at the
beginning of this Warrant.

                  "Holder" means the holder of this Warrant from time to time.

                  "Issue Date" shall have the meaning set forth at the beginning
of this Warrant.

                  "Number"  shall have the meaning set forth at the beginning of
this Warrant.

                  "Outstanding"  shall mean,  when used with reference to Common
Stock, at any date as of which the number of Shares thereof is to be determined,
all issued  Shares of Common  Stock,  except Shares then owned or held by or for
the  account of the Company or any  subsidiary  thereof,  and shall  include all
Shares   issuable  in  respect  of  outstanding   script  or  any   certificates
representing fractional interests in Shares of Common Stock.



                                       5
<PAGE>

                  "Person"  shall  mean  a  corporation,   an   association,   a
partnership,  a  limited  liability  company,  a  joint  venture,  a  trust,  an
organization,  a business, an individual,  a government or political subdivision
thereof, a governmental agency or any other legal entity.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  or any similar federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Share" shall mean a share of  authorized  Common Stock of the
Company.

                  "Warrant  Expiration Date" shall have the meaning set forth in
Section 1.

         5.  Fractional  Shares.  The Company may elect not to issue  fractional
Shares in  connection  with any exercise  hereunder.  If the Company  makes such
election,  in lieu of such  fractional  Shares  the  Company  shall  make a cash
payment  therefor  upon the basis of the then fair market value as determined by
the Board of Directors of the Company.

         6.  Modification and Waiver.  This Warrant and any provision hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed by the party against which enforcement of the same is sought.

         7.  Notices.  Any notice  which is  required or  permitted  to be given
pursuant  hereto shall be given in the manner  provided in the Investors  Rights
Agreement.

         8. Binding Effect on Successors. This Warrant shall be binding upon any
entity succeeding the Company by conversion, merger or consolidation, and all of
the obligations of the Company relating to the Shares issuable upon the exercise
of this Warrant shall survive the exercise and  termination  of this Warrant and
all of the  covenants  and  agreements  herein and in such other  documents  and
instruments  of the Company  shall inure to the  benefit of the  successors  and
assigns of the Holder.  The Company  will,  at the time of the  exercise of this
Warrant,  in whole or in part,  upon request of the Holder but at the  Company's
expense,  acknowledge  in writing  its  continuing  obligation  to the Holder in
respect to any rights to which the Holder  shall  continue to be entitled  after
such exercise in accordance with this Warrant; provided, that the failure of the
Holder to make any such request  shall not affect the  continuing  obligation of
the Company to the Holder in respect of such rights.

         9. Descriptive  Headings.  The descriptive  headings of the sections of
this Warrant are inserted for  convenience  only and do not constitute a part of
this Warrant.

         10.  Governing  Law.  This Warrant  shall be construed  and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Texas.





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<PAGE>


         IN  WITNESS  WHEREOF,  the  undersigned,  being  duly  authorized,  has
executed  and  delivered  this  Warrant as of this day and year set forth at the
beginning of this Warrant.


                                                        CUBIC ENERGY, INC.

                                                        ________________________
                                                        By:
                                                        Its:






















                                       7
<PAGE>

                                    Exhibit A

                             NOTICE OF EXERCISE FORM


                         (To be executed upon partial or
                     full exercise of the attached Warrant)


         The  undersigned  registered  Holder of the within Warrant  irrevocably
exercises the attached Warrant for and purchases ______________ Shares of Common
Stock of Cubic Energy,  Inc. (the "Company") and herewith makes payment therefor
in the amount of $____________, all at the price and on the terms and conditions
specified  in  the  attached  Warrant,  and  requests  that  a  certificate  (or
_________________  certificates in denominations of ____________ Shares) for the
Shares of Common Stock of the Company hereby  purchased be issued in the name of
and delivered to (choose one):

         (a) the undersigned, or

         (b) ______________, whose address is __________________

and,  if such  Shares of Common  Stock do not  include  all the Shares of Common
Stock issuable as provided in the attached  Warrant,  that a new Warrant of like
tenor  for the  number  of  Shares  of  Common  Stock of the  Company  not being
purchased hereunder be issued in the name of and delivered to (choose one):

(c) the undersigned, or

(d) ________________, whose address is
_________________________________________________



                                          By:___________________________________
                                             (Signature of Holder exactly how it
                                              appears on the Warrant)


Dated:________________











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