THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN
ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.






No. of Shares of Common Stock: 100,000                     Warrant No. ____


                                     WARRANT

                                   to Purchase
                          Common Stock, $.01 Par Value

                                       of

                           Mystique Developments, Inc.
                              a Wyoming corporation


THIS IS TO CERTIFY THAT for value received, Trinity Petroleum Management, LLC
("Trinity"), or its registered assigns, is entitled to purchase from Mystique
Developments, Inc., a Wyoming corporation (hereinbelow called the "Issuer" or
the "Company"), on or after the dates specified herein, but not later than 5:00
p.m. Denver time, on March 31, 2002 (the "Expiration Date"), 100,000 shares of
the Company's Common Stock, in whole or in part, at a purchase price of $1.00
per share of Common Stock, all on the terms and conditions hereinbelow provided.

          Section 1. CERTAIN DEFINITIONS. As used in this Warrant, unless the
context otherwise requires:

          "COMMON STOCK" shall mean the Issuer's authorized Common Stock, par
value $0.01 per share.

          "COMMON STOCK WARRANTS" OR "WARRANT" shall mean this Warrant for the
purchase of up to 100,000 shares, in the aggregate, of Common Stock, and all
additional or new warrants issued upon division or combination of, or in
substitution for, this Warrant. All such additional or new warrants shall at all
times be identical as to terms and conditions and date, except as to the number
of shares of Common Stock for which they may be exercised.




<PAGE>




          "EXERCISE PRICE" shall mean the purchase price of $1.00 per share of
Common Stock, as adjusted from time to time pursuant to Section 3 hereof.

          "MARKETABLE SECURITIES" shall mean securities registered under the
Securities Act of 1933 (the "Securities Act") and, if such securities are held
by an affiliate of the Issuer, which are permitted to be sold under Rule 144 in
a single ninety-day period.

          "WARRANT STOCK" shall mean the shares of Common Stock purchasable by
the holder of a Warrant upon the exercise of such Warrant.

          Section 2. EXERCISE OF WARRANT. This Warrant may be exercised in
whole or in part on or after March 31, 1997 and ending on the Expiration Date.

          The holder of this Warrant may exercise this Warrant, in whole or in
part by delivering to the Issuer at its office maintained for such purpose
pursuant to Section 14 (i) a written notice of such holder's election to
exercise this Warrant, which notice shall specify the number of shares of Common
Stock to be purchased, (ii) this Warrant and (iii) a sum equal to the aggregate
of the Exercise Price for such shares of Common Stock, in immediately available
funds.

          Such notice shall be in the form of the Subscription Form set out at
the end of this Warrant. Upon delivery thereof, the Issuer shall cause to be
executed and delivered to such holder within ten business days, a certificate or
certificates representing the aggregate number of fully-paid and nonassessable
shares of Common Stock issuable upon such exercise.

          Subject to the restrictions in Sections 10 and 11, the stock
certificate or certificates for Warrant Stock so delivered shall be in such
denominations as may be specified in said notice and shall be registered in the
name of such holder or such other name or names as shall be designated in said
notice. Such certificate or certificates shall be deemed to have been issued and
such holder or any other person so designated to be named therein shall be
deemed to have become a holder of record of such shares, including to the extent
permitted by law the right to vote such shares or to consent or to receive
notice as a shareholder, as of the time said notice is delivered to the Issuer
as aforesaid. If this Warrant shall have been exercised only in part, the Issuer
shall, at the time of delivery of said certificate or certificates, deliver to
such holder a new Warrant dated the date it is issued, evidencing the rights of
such holder to purchase the remaining shares of Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant, or, at the request of such holder, appropriate notation may be made on
this Warrant and the Warrant shall be returned to such holder.

          The Issuer shall pay all expenses, taxes and other charges payable in
connection with the preparation, issue and delivery of stock certificates under
this SECTION 2.

          All shares of Common Stock issuable upon the exercise of this Warrant
in accordance with the terms hereof shall be validly issued, fully paid and
nonassessable, and


                                       -2-




<PAGE>




free from all liens and other encumbrances thereon, other than liens or other
encumbrances created by the holder hereof.

          The Issuer will not close its books in any manner which interferes
with the timely exercise of this Warrant. The Issuer will from time to time take
all such action as may be necessary to assure that the par value per share of
the unissued Common Stock acquirable upon exercise of this Warrant is at all
times equal to or less than the Exercise Price then in effect.

          In no event shall any fractional share of Common Stock of the Issuer
be issued upon any exercise of this Warrant. If, upon exercise of this Warrant
as an entirety, the registered holder would, except as provided in this
paragraph, be entitled to receive a fractional share of Common Stock, then the
Company shall issue the next higher number of full shares of Common Stock,
issuing a full share with respect to such fractional share.

          In the event that a holder's employment with Trinity is terminated
(otherwise than by reason of death), the Warrant shall be exercisable (TO THE
EXTENT THAT THE HOLDER SHALL HAVE BEEN ENTITLED TO DO SO AT THE TERMINATION OF
HIS EMPLOYMENT) at any time prior to the expiration of the period of three
months after such termination, but no later than the Expiration Date, in any
event. Nothing in this Warrant shall confer upon the holder any right to be
continued in the employ of Trinity or any subsidiary or interfere in any way
with the right of Trinity or any such subsidiary to terminate or otherwise
modify the terms of the holder's employment; provided, however, that a change in
the holder's duties or position shall not affect holder's Warrant so long as the
holder is still an employee of Trinity or any subsidiary.

          In the event of the holder's death, any unexercised portion of the
Warrant shall be exercisable (TO THE EXTENT THAT THE HOLDER SHALL HAVE BEEN
ENTITLED TO DO SO AT THE TIME OF HIS DEATH) at any time prior to the expiration
of the period of three months after his death but no later than the Expiration
Date, in any event, and only by such person or persons to whom the holder's
rights shall have passed under the holder's will or by the laws of descent and
distribution.

          Section 3. ADJUSTMENT OF EXERCISE PRICE AND WARRANT STOCK. If the
Issuer shall at any time prior to the Expiration Date subdivide its outstanding
Common Stock, by split-up or otherwise, or combine its outstanding Common Stock,
or issue additional shares of its Common Stock in payment of a stock dividend in
respect of its Common Stock, the number of shares of Warrant Stock then issuable
on the exercise of the unexercised portion of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination, and the Exercise Price
then applicable to shares covered by the unexercised portion of this Warrant
shall forthwith be proportionately decreased in the case of a subdivision or
stock dividend, or proportionately increased in the case of a combination.
Whenever the Exercise Price is adjusted as herein provided, the Issuer shall
promptly deliver to the registered holder of this Warrant a certificate of its
principal financial officer setting forth the Exercise Price after such
adjustment and a brief statement of the facts requiring such adjustment.


                                       -3-



<PAGE>




          Section 4. DIVISION AND COMBINATION. This Warrant may, subject to
Sections 10 and 11, be divided by or combined with other Warrants upon
presentation at the office of the Issuer, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the holder hereof or his agent or attorney. The Issuer shall pay all
expenses, taxes and other charges incurred by the Issuer in the performance of
its obligations in connection with the preparation, issuance and delivery of
Warrants under this Section 4. The Issuer agrees to maintain at its office,
books for the registration of the Warrants.

           Section 5. RECLASSIFICATION, ETC. In case of any reclassification or
change of the outstanding Common Stock of the Issuer (other than as a result of
a subdivision, combination or stock dividend), or in case of any consolidation
of the Issuer with, or merger of the Issuer into, another corporation or other
business organization (other than a consolidation or merger in which the Issuer
is the continuing corporation and which does not result in any reclassification
or change of the outstanding Common Stock of the Issuer), at any time prior to
the Expiration Date, then, as a condition of such reclassification,
reorganization, change, consolidation or merger, lawful provision shall be made,
and duly executed documents evidencing the same from the Issuer or its successor
shall be delivered to the registered holder of this Warrant, so that the
registered holder of this Warrant shall have the right prior to the expiration
of this Warrant to purchase, at a total price not to exceed that payable upon
the exercise of the unexercised portion of this Warrant, the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, reorganization, change, consolidation or merger by a holder of
the number of shares of Common Stock of the Issuer which might have been
purchased by the registered holder of this Warrant immediately prior to such
reclassification, reorganization, change, consolidation or merger, and in any
such case appropriate provisions shall be made with respect to the rights and
interest of the registered holder of this Warrant to the end that the provisions
hereof (including without limitation, provisions for the adjustment of the
Exercise Price and of the number of shares purchasable upon exercise of this
Warrant) shall thereafter be applicable in relation to any shares of stock and
other securities and property thereafter deliverable upon exercise hereof.
Notwithstanding the foregoing, if pursuant to the terms of such consolidation or
merger, the consideration to be received by the holders of Common Stock of the
Issuer is cash and/or Marketable Securities, this Warrant shall expire to the
extent unexercised on the closing of such merger or consolidation.

          Section 6. CERTAIN NOTICES. If at any time prior to the expiration or
exercise of this Warrant, the Issuer shall pay any dividend or make any
distribution upon its Common Stock or shall make any subdivision or combination
of or other change in its Common Stock, the Company shall cause notice thereof
to be mailed, first class, postage prepaid, to the registered holder of this
Warrant at least ten days prior to the date as of which holders of Common Stock
who shall participate in such dividend, distribution, subdivision, combination
or other change are to be determined. Such notice shall also specify the time as
of which holders of Common Stock who shall participate in such event are to be
determined. The Company shall also provide to the registered holder of this
Warrant at least ten days prior written notice of the closing of the sale of
shares of Common Stock in an underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933, as


                                       -4-




<PAGE>




amended.  Failure to give any such notice, or any defect therein, shall not
affect the legality or validity of any such event.

          Section 7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION
WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY. The Issuer shall at all times
reserve and keep available for issuance upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants.

          Section 8. STOCK AND WARRANT BOOKS. The Issuer will not at any
time, except upon dissolution, liquidation or winding up, close its stock books
or Warrant books so as to result in preventing or delaying the exercise of any
Warrant.

               Section 9. NO VOTING RIGHTS. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Issuer.

                 Section 10. TRANSFER. This Warrant is transferable in whole or
in part, at the office or agency of the Issuer at which this Warrant is
exercisable, by the registered holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant together with the assignment hereof
properly endorsed, and promptly thereafter a new warrant shall be issued and
delivered by the Issuer, registered in the name of the assignee. Until
registration of transfer hereof on the books of the Issuer, the Issuer may treat
the registered holder hereof as the owner hereof for all purposes.

          Section 11. INVESTMENT REPRESENTATIONS; RESTRICTIONS ON TRANSFER OF
WARRANT AND WARRANT STOCK. The holder represents and agrees that: (i) the
Warrant shall not be exercisable unless the purchase of Warrant Stock is
pursuant to an applicable effective registration statement under the Securities
Act of 1933, as amended (the "Act"), or unless in the opinion of counsel for the
Company, the proposed purchase of such Warrant Stock would be exempt from the
registration requirements of the Act, and from the qualification requirements of
any applicable state securities law; (ii) if the Warrant Stock is not issued
pursuant to an applicable effective registration statement under the Act, upon
exercise of the Warrant, holder will acquire the Warrant Stock for its own
account for investment and not with any intent or view to any distribution,
resale or other disposition of the Warrant Stock; (iii) it will not sell or
transfer the Warrant or the Warrant Stock, unless such are registered under the
Act, except in a transaction that is exempt from registration under the Act; and
(iv) if the Warrant Stock is not issued pursuant to an applicable effective
registration statement under the Act, each certificate issued to represent any
of the Warrant Stock shall bear a legend calling attention to the foregoing
restrictions and agreements. The Company may require, as a condition of the
exercise of the Warrant, that the Holder sign such further representations and
agreements as it reasonably determines to be necessary or appropriate to assure
and to evidence compliance with the requirements of the Act.

          Section 12. LOSS, DESTRUCTION OF WARRANT CERTIFICATES. Upon receipt
of evidence satisfactory to the Issuer of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity and/or

                                       -5-



<PAGE>




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 aggregate number of shares
of Common Stock.

          Section 13. AMENDMENTS. The terms of this Warrant may be amended, and
the observance of any term herein may be waived, but only with the written
consent of the Issuer as authorized by its Board of Directors and the holder of
this Warrant or the holders of Common Stock Warrants then exercisable for a
majority of the shares of Common Stock issuable upon exercise of all of the then
outstanding Common Stock Warrants.

          Section 14. OFFICE OF THE ISSUER. So long as any of the Warrants
remain outstanding, the Issuer shall maintain an office in California where the
Warrants may be presented for exercise, transfer, division or combination as in
this Warrant provided. Such office shall be at 1820 South Elena Avenue, Suite B,
Redondo Beach, CA 90277, unless and until the Issuer shall designate and
maintain some other office for such purposes and deliver written notice thereof
to the holders of all outstanding Warrants.

          Section 15. NOTICES GENERALLY. Any notice, demand or delivery pursuant
to the provisions hereof shall be sufficiently delivered or made if sent by
first class mail, postage prepaid, addressed to any holder of a Warrant at its
last known address appearing on the books of the Issuer, or, except as herein
otherwise expressly provided, to the Issuer at its principal executive office at
the address set forth in SECTION 14, or such other address as shall have been
furnished to the party giving or making such notice, demand or delivery.

          Section 16. SUCCESSORS AND ASSIGNS. This Warrant shall bind and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors and heirs, and, without limiting the generality of the foregoing,
shall inure to the benefit of and be enforceable by each person who shall from
time to time be a holder of any of the Warrants.



                                       -6-



<PAGE>




          Section 17. GOVERNING LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of Colorado.

          IN WITNESS WHEREOF, the Issuer has caused this Warrant to be signed in
its name by its President or a Vice President and attested by its Secretary or
an Assistant Secretary.

          Dated: March 31, 1997.

                                         MYSTIQUE DEVELOPMENTS, INC., a
                                         Wyoming corporation


                                       By:   /s/ KIM FUERST
                                            --------------------------------
                                            Kim Fuerst, President




ATTEST:


--------------------------------
Name:
Title:

                                       -7-



<PAGE>




                               SUBSCRIPTION FORM

                 (to be executed only upon exercise of Warrant)


          The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases _______ shares of the Common Stock of Mystique
Developments, Inc., a Wyoming corporation, and herewith makes payment therefor
(by check in the amount of $___________), all at the price and on the terms and
conditions specified in this Warrant, and requests that a certificate or
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to _______________________________ whose address is and, if such
shares of Common Stock shall not include all of the shares of Common Stock
issuable as provided in this Warrant, that a new Warrant of like tenor and date
for the balance of the Common Stock issuable hereunder be delivered to the
undersigned.

Dated:



                                   --------------------------------------------
                                   (Signature of Registered Owner)

                                   --------------------------------------------
                                   (Street Address)

                                   --------------------------------------------
                                   (City)                  (State)  (Zip Code)






NOTICE:           The signature to this subscription must correspond with the
                  name as written upon the face of the within Warrant in
                  every particular, without alteration or enlargement or any
                  change whatever.

                  The signature to this subscription must be guaranteed by a
                  bank or trust company or by a firm having membership on the
                  New York Stock Exchange.





<PAGE>




                               FORM OF ASSIGNMENT


          For value received _____________________________ hereby sells,
assigns and transfers unto

------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-----------------------------------------------------------------------------
the within Warrant, and does hereby irrevocably constitute and appoint
___________________ __________________________ attorney to transfer the within
Warrant on the books of the within named Company with full power of substitution
in the premises.

Dated:  _____________________



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

In the presence of:


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